Purchase Allocation for Acquired Assets and Liabilities

The Kern Phase 1(a) Acquisition, the Kern Phase 1(b) Acquisition and the Kern Phase 2(a) Acquisition qualify as business combinations and the Partnership accounts for the transactions under the acquisition method. The purchase allocation of the identifiable assets acquired, liabilities assumed and noncontrolling interests of the Kern Phase 1(a) Assets, the Kern Phase 1(b) Assets and the Kern Phase 2(a) Assets are disclosed in the following table.

	Fair Value
	Kern Phase 1(a)			Kern Phase 1(b)			Kern Phase 2(a)
(in thousands)	Assets			Assets			Assets
Property and equipment	$	9,510		$	18,856		$	15,659
Related party payable		(3,435	)		(7,123	)		(5,290	)
Asset retirement obligation		(322	)		(785	)		(623	)
Noncontrolling interest		(866	)		(1,794	)		(1,332	)
Net assets acquired	$	4,887		$	9,154		$	8,414

Purchase Allocation for Acquired Assets and Liabilities

The Kingbird Acquisition qualifies 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 Kingbird Project is as follows:

(in thousands)	Fair Value
Property and equipment	$	117,473
Prepaid transmission services		1,982
Interest receivable		72
Related party payable (1)		(63,971	)
Asset retirement obligation		(981	)
Noncontrolling interest		(11,709	)
Net assets acquired	$	42,866

(1)

Related party payable represents liabilities for amounts due to an affiliate of First Solar related to the construction of the project and consisted of: (i) a $17.1 million contribution to FSAM Kingbird Solar Holdings, LLC, the acquired company, by OpCo on May 31, 2016, which was subsequently paid by the acquired company and (ii) a $46.8 million payment made from the capital contribution by the tax equity investor on May 31, 2016.

Purchase Allocation for Acquired Assets and Liabilities

The Hooper Acquisition qualifies 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 Hooper Project is as follows:

(in thousands)	Fair Value
Property and equipment	$	76,477
Prepaid expense		240
Accounts receivable (1)		568
Accrued liabilities (2)		(463	)
Noncontrolling interest		(23,737	)
Net assets acquired (3)	$	53,085

(1)	Accounts receivable represent the fair value of the trade accounts receivable acquired, all of which was subsequently collected.

(2)	Accrued liabilities includes $0.3 million of cash distributions payable that was paid to the tax equity investor on April 30, 2016.

(3)	The net purchase price for the acquisition represents $53.5 million of cash paid by OpCo, offset by $0.4 million cash acquired in the Hooper Project Entity.

Purchase Allocation for Acquired Assets and Liabilities

The Macy’s Maryland Acquisition qualifies 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 Macy’s Maryland Project is as follows:

(in thousands)	Fair Value
Property and equipment	$	19,317
Customer contract intangible (1)		1,844
Related party payable (2)		(13,975	)
Asset retirement obligation		(278	)
Noncontrolling interest		(556	)
Net assets acquired (3)	$	6,352

(1)	Customer contract intangible is amortized on a straight-line basis beginning on COD through the contract term end date of December 31, 2020, of which $0.1 million reduced operating revenues in the year ended November 30, 2016.

(2)

Related party payable represents liabilities for amounts due to SunPower related to the construction of the project and consisted of: (i) $5.6 million paid to SunPower on September 21, 2016 when the Macy’s Maryland Project met certain construction milestones and (ii) $8.3 million of capital contributions due by the tax equity investor, of which $3.3 million and $4.8 million was paid on September 21, 2016 and December 28, 2016, respectively.

(3)

The net purchase price for the acquisition represents $12.0 million of cash contributed by OpCo to the Macy’s Maryland Class B Partnership, the acquired company, of which $6.4 million was paid to SunPower on July 1, 2016 and the $5.6 million remaining balance due was paid to SunPower on September 21, 2016 when the Macy’s Maryland Project met certain construction milestones.

Purchase Allocation for Acquired Assets and Liabilities

The purchase allocation for the acquired assets and liabilities of the Maryland Solar Project, the Solar Gen 2 Project, the North Star Project and the Lost Hills Blackwell Project is based on a valuation from a third-party valuation specialist as follows and includes a $2.3 million deferred tax liability for the difference between the fair value and tax basis of acquired assets and liabilities, which is reversed upon acquisition due to utilization of existing net operating losses of the Predecessor.

(in thousands)	Fair Value
Property and equipment	$	56,497
Equity method investment - Solar Gen 2		216,483
Equity method investment - North Star		103,849
Equity method investment - Lost Hills Blackwell		34,121
Asset retirement obligation		(2,130	)
Total purchase price	$	408,820