Subsequent Events (Tables) - Kern Acquisition

9 Months Ended

Aug. 31, 2016

Purchase Allocation for Acquired Assets and Liabilities

The Kern Phase 1(a) Acquisition and the Kern Phase 1(b) Acquisition qualify as a business combination and the Partnership accounts for the transaction under the acquisition method.  The purchase allocation of the identifiable assets acquired, liabilities assumed and noncontrolling interests of the Kern Phase 1(a) Assets is disclosed in the following table.  Please read “—Note 15—Subsequent Events” for the purchase allocation of the identifiable assets acquired, liabilities assumed and noncontrolling interests of the Kern Phase 1(b) Assets.

(in thousands)	Fair Value
Property and equipment	$	9,733
Related party payable		(3,435	)
Asset retirement obligation		(547	)
Noncontrolling interest		(864	)
Net assets acquired	$	4,887

OpCo

Purchase Allocation for Acquired Assets and Liabilities

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