Note 15. Subsequent Events

On September 9, 2016, OpCo paid approximately $9.2 million with cash on hand in connection with the Kern Phase 1(b) Acquisition. The Kern Phase 1(b) Acquisition qualifies as a business combination and the Partnership accounts for the transaction under the acquisition method. The purchase allocation of the Kern Phase 1(b) Assets disclosed in the following table is based on the preliminary assessment of the fair values of the assets acquired, liabilities assumed and noncontrolling interests as of the acquisition date, and is subject to change as the Partnership obtains additional information for its estimates during the respective measurement period. Pro forma results of operations for the acquisition have not been presented as the impact of the acquisition is not material to the Partnership’s consolidated results of operations for the current or prior periods. The results of operations of the Kern Phase 1(b) Assets will be included in the Partnership’s consolidated results of operations beginning September 9, 2016. Please read “—Note 2—Business Combinations” for more details. On September 28, 2016, the Kern Purchase Agreement was amended pursuant to which the aggregate nameplate capacity of the Kern Project increased by up to 1 MW and OpCo’s aggregate purchase price for the acquisition increased by up to $1.6 million.

(in thousands)	Fair Value
Property and equipment	$	18,853
Related party payable		(7,123	)
Asset retirement obligation		(785	)
Noncontrolling interest		(1,791	)
Net assets acquired	$	9,154

On September 19, 2016, the board of directors of our general partner declared a cash distribution for its Class A shares of $0.2406 per share for the third quarter of 2016. The board of directors declared a corresponding cash distribution for OpCo’s common and subordinated units, which includes all common and subordinated units held by First Solar and SunPower. The third quarter distribution will be paid on October 14, 2016 to shareholders and unitholders of record as of October 3, 2016.

On September 20, 2016, OpCo entered into a Contribution Agreement with SunPower and SunPower AssetCo, LLC, a wholly-owned subsidiary of SunPower, to acquire a 49% interest in the Henrietta Project for $134.0 million in cash. A subsidiary of Southern Company owns the other 51% of the Henrietta Project and controls the governing board of the project. The Henrietta Acquisition closed on September 29, 2016 and OpCo funded the purchase price with a combination of net proceeds of the Public Offering, cash on hand and drawings under OpCo’s revolving credit facility.

On September 28, 2016, the Partnership sold 8,050,000 Class A shares in the Public Offering for net proceeds of $113.7 million ($117.9 million gross proceeds, or $14.65 per Class A share, less $3.5 million of underwriting discount and $0.7 million of transaction fees).

On September 30, 2016, OpCo entered into the Joinder Agreement under its existing senior secured credit facility, pursuant to which OpCo obtained a new $250.0 million incremental term loan facility, increasing the maximum borrowing capacity under the credit facility to $775.0 million. The Joinder Agreement also amends OpCo’s credit facility to, among other things, (i) permit OpCo to incur up to $50.0 million in subordinated indebtedness from First Solar or its affiliate to pay a portion of the purchase price for the potential acquisition of an interest in a solar energy project located in San Bernardino County, California, that has a nameplate capacity of 300 MW (the “Stateline Project”), and (ii) increase OpCo’s maximum debt-to-cash-flow ratio (as more fully defined in the OpCo’s credit facility) in respect of the fiscal quarters ending November 30, 2016 through November 30, 2017 from 5.50:1.00 to 6.00:1.00, and for all fiscal quarters thereafter from 5.00:1.00 to 5.50:1.00 (except that the prior thresholds will continue to apply under certain circumstances). All other existing terms of OpCo’s senior secured credit facility remain unchanged.

On September 30, 2016, OpCo entered into an amendment and waiver to the Right of First Offer Agreement with SunPower (the “SunPower ROFO Waiver”). Pursuant to the SunPower ROFO Agreement, SunPower previously granted to OpCo a right of first offer to purchase certain solar energy generating facilities for a period of five years. Such solar projects included the 54 MW Stanford solar generation project in Kern County, California (“Stanford”) and the 20 MW IPT Solar Gen solar generation project in the Ishikawa prefecture, Japan (“IPT”). Pursuant to the SunPower ROFO Waiver, OpCo waived its rights under the SunPower ROFO Agreement with respect to Stanford and IPT. Concurrently, OpCo’s rights under the SunPower ROFO Agreement were expanded to cover SunPower’s 100 MW Boulder Solar 1 facility in Clark County, Nevada and SunPower’s 42 MW Commercial Portfolio #3 located in various U.S. states, which had not previously been subject to the SunPower ROFO Agreement.