Subsequent Events

In connection with the Kern Purchase Agreement, OpCo and SunPower entered into the Kern Letter Agreement, pursuant to which the parties agreed to reduce the number of sites in the Phase 2(c) Assets, and to confirm the purchase price to be paid in connection with, the closing of the Kern Phase 2(c) Acquisition. On June 9, 2017, OpCo paid approximately $3.2 million with cash on hand in connection with the Kern Phase 2(c) Acquisition. In the event that the conditions precedent in the Kern Letter Agreement are met, at a future closing date on or prior to September 30, 2017, OpCo will purchase some or all of the Kern Remaining Assets, for a purchase price of up to $5.0 million, based upon the MW of the Kern Remaining Assets to be acquired in connection therein. The Kern Phase 2(c) Acquisition qualifies as a business combination and the Partnership accounts for the transaction under the acquisition method. The purchase allocation of the Kern Phase 2(c) 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 2(c) Assets will be included in the Partnership’s consolidated results of operations beginning June 10, 2017. Please read “—Note 2—Business Combinations” for more details regarding the acquisition of the Kern Project.



	Fair Value
	Kern Phase 2(c)
(in thousands)	Assets
Property and equipment	$	6,710
Related party payable	(2,618		)
Asset retirement obligation	(279		)
Noncontrolling interest	(658		)
Net assets acquired	$	3,155

On June 26, 2017, our general partner’s board of directors declared a cash distribution for our Class A shares of $0.2642 per share for the second quarter of 2017. Our general partner’s 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 second quarter distribution will be paid on July 14, 2017 to shareholders and unitholders of record as of July 6, 2017.