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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

(Mark One)

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|------------------------------------------------------------------------------------------------|

For the fiscal year ended November 30, 2016

OR

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|----------------------------------------------------------------------------------------------------|

For the transition period from _________ to _________

Commission File Number 001-37447

 

8point3 Energy Partners LP

(Exact name of Registrant as specified in its Charter)

 

 

| Delaware                                                         |   | 47-3298142                            |
|------------------------------------------------------------------|--------|---------------------------------------|
| ( State or other jurisdiction of

incorporation or organization) |   | (I.R.S. Employer

Identification No.) |
| 77 Rio Robles

San Jose, California                              |   | 95134                                 |
| (Address of principal executive offices)                         |   | (Zip Code)                            |

Registrant’s telephone number, including area code: (408) 240-5500

 

Securities registered pursuant to Section 12(b) of the Act:

 

| Title of Each Class                                   |   | Name of Exchange on Which Registered |
|-------------------------------------------------------|--------|--------------------------------------|
| Class A Shares representing limited partner interests |   | NASDAQ Global Select Market          |

Securities registered pursuant to Section 12(g) of the Act:

None

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ☐    No  ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated filer |   | ☐                                                        |    | Accelerated filer            |   | ☒ |
|-----------------------------------|--------|----------------------------------------------------------------|--------------|-----------------------------------|--------|---------|
|                              |   |                                                           |         |
| Non-accelerated filer             |   | ☐  (Do not check if a small reporting company) |    | Small reporting company |   | ☐ |

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

The aggregate market value of the registrant’s Class A Shares held by non-affiliates on May 31, 2016, the last business day of the Registrant’s most recently completed second fiscal quarter (based on the closing sale price of $15.42 of the Registrant’s Class A shares, as reported by the NASDAQ Global Select Market on such date) was approximately $307.9 million.

The number of shares of Registrant’s Class A Shares outstanding as of March 3, 2017 was 28,076,907.

Documents incorporated by reference: 

None.

 

 

 

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EXPLANATORY NOTE

8point3 Energy Partners LP (the “Partnership”) is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to include in its Annual Report on Form 10-K for the fiscal year ended November 30, 2016 (the “Original 10-K”), pursuant to Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, financial statements and related notes of SG2 Holdings, LLC (“SG2 Holdings”) and NS Solar Holdings, LLC (“North Star Holdings”), in which the Partnership owns a 49% interest.

Rule 3-09 of Regulation S-X provides that if a 50% or less-owned person accounted for by the equity method meets the first or third condition of the significant subsidiary tests set forth in Rule 1-02(w) of Regulation S-X, substituting 20% for 10%, separate annual financial statements for such 50% or less-owned person corresponding to the periods covered by the financial statements of the Partnership included in the Original 10-K shall be filed.  As SG2 Holdings met the significance test in fiscal 2016 and 2015 and North Star Holdings met the significance test in fiscal 2015, the Partnership has included in this Form 10-K/A separate annual consolidated financial statements for these investees.  The consolidated financial statements of SG2 Holdings are audited as of December 31, 2016 and 2015 and prepared in accordance with U.S. GAAP.  The consolidated financial statements of North Star Holdings are unaudited as of December 31, 2016 and audited as of December 31, 2015 and prepared in accordance with U.S. GAAP.

Item 15 is the only portion of the Original 10-K being supplemented or amended by this Form 10-K/A.  Additionally, in connection with the filing of this Form 10-K/A and pursuant to SEC rules, the Partnership is including the consents of the independent auditor of SG2 Holdings and North Star Holdings and currently dated certifications.  This Form 10-K/A does not otherwise update any exhibits as originally filed and does not otherwise reflect events occurring after the original filing date of the Original 10-K.  Accordingly, this Form 10-K/A should be read in conjunction with the Partnership’s filings with the SEC subsequent to the filing of the Original 10-K.

 

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

| (a) | The following documents are filed as a part of this Annual Report on Form 10-K. |
|-----|---------------------------------------------------------------------------------|

 

|   | (1) | Financial Statements: |
|--------|-----|-----------------------|

 

The financial statements and supplementary information listed in the Index to Financial Statements, which appeared in Part II, Item 8. “Financial Statements and Supplementary Data” of the Original 10-K, were filed as part of the Original 10-K.

 

|   | (2) | Financial Statement Schedule: |
|--------|-----|-------------------------------|

 

All financial statement schedules of the Partnership are omitted as the required information is inapplicable or the information is presented in the Consolidated Financial Statements or Notes to Consolidated Financial Statements under Part II, Item 8. “Financial Statements and Supplementary Data” of the Original 10-K.

 

The consolidated financial statements of SG2 Holdings, LLC and NS Solar Holdings, LLC, 49% owned equity method investees, required pursuant to Rule 3-09 of the Securities and Exchange Commission’s Regulation S-X are provided as Exhibit 99.1 to this Form 10-K/A and Exhibit 99.2 to this Form 10-K/A, respectively.  The consolidated financial statements of SG2 Holdings, LLC are audited as of both December 31, 2016 and December 31, 2015 and prepared in accordance with U.S. GAAP.  The consolidated financial statements of North Star Holdings, LLC are unaudited as of December 31, 2016 and audited as of December 31, 2015 and prepared in accordance with U.S. GAAP.

 

|   | (3) | Exhibits: See Item 15(b) below. |
|--------|-----|---------------------------------|

 

| (b) | Exhibits: The exhibits listed on the Index to Exhibits on the Original 10-K is amended by the addition of the exhibits listed on the accompanying Index to Exhibits in this Form 10-K/A. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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Exhibit Index

 

| Exhibit

Number |   | Description                                                                                                                                                                                             |
|-----------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 23.1*           |   | Consent of Frazier & Deeter, LLC, Independent Registered Public Accounting Firm.                                                                                                                    |
| 31.1*           |   | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2*           |   | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1**          |   | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                  |
| 32.2**          |   | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                  |
| 99.1*           |   | Financial Statements of SG2 Holdings, LLC.                                                                                                                                                              |
| 99.2*           |   | Financial Statements of NS Solar Holdings, LLC.                                                                                                                                                         |

 

 

 

| * | Filed herewith. |
|---|-----------------|

| ** | Furnished herewith. |
|----|---------------------|

 

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

|                |   | 8point3 Energy Partners LP |
|---------------------|--------|----------------------------|
|                |   |                       |   |   |
|                |   | By:                        |   | 8point3 General Partner, LLC |
|                |   |                       |   | its general partner |
|                |   |                       |   |   |
| Date: March 6, 2017 |   | By:                        |   | /s/ CHARLES D. BOYNTON |
|                |   |                       |   | Charles D. Boynton |
|                |   |                       |   | Chairman of the Board, Chief Executive Officer and Director

(Principal Executive Officer) |