Investment in Unconsolidated Affiliates

On September 20, 2016, OpCo entered into a Contribution Agreement with SunPower and SunPower AssetCo to acquire a 49% interest in the Henrietta Project for $134.0 million in cash (the “Henrietta Acquisition”). The Henrietta Acquisition closed on September 29, 2016 and the Partnership recorded an investment of $134.5 million after consideration of acquisition related costs, working capital adjustments and noncontrolling interest.

On November 11, 2016, OpCo entered into the Stateline Purchase Agreement with First Solar and FSAM to acquire a 34% interest in the Stateline Project for $329.5 million (the “Stateline Acquisition”). The Stateline Acquisition closed on December 1, 2016 and the Partnership recorded an investment of $330.0 million after consideration of acquisition-related costs.

As of November 30, 2017, the Partnership owns a 49% ownership interest in each of SG2 Holdings, North Star Holdings, Lost Hills Blackwell Holdings and Henrietta Holdings and a 34% ownership interest in Stateline Holdings. The minority membership interests are accounted for as equity method investments, as the Partnership is able to exercise significant influence through its governing board, while the non-affiliated majority owner otherwise controls. The following table summarizes the activity of the Partnership’s investments in its unconsolidated affiliates:



	Year Ended
(in thousands)	November 30, 2017			November 30, 2016
Balance at the beginning of the period	$	475,078		$	352,070
Investments in its unconsolidated affiliates during the period	330,088			134,371
Equity in earnings in unconsolidated affiliates (1)	43,379			18,341
Distributions from unconsolidated affiliates	(80,287		)	(29,704		)
Balance at the end of the period	$	768,258		$	475,078


(1)	The net income used to determine the Partnership’s equity in earnings of unconsolidated affiliates reflects adjustments pursuant to the equity method of accounting, including the amortization of basis differences resulting from the Partnership’s proportionate share of certain equity method investees’ net assets exceeding their carrying values.

The difference between the amounts at which the Partnership’s investments in unconsolidated affiliates are carried and the Partnership’s proportionate share of the equity method investee’s net assets for equity method investments was $136.4 million and $83.2 million as of November 30, 2017 and November 30, 2016, respectively. The Partnership accretes the basis difference over the life of the underlying assets and the accretion was $4.1 million, $1.7 million, $0.7 million for fiscal 2017, 2016 and 2015, respectively.

The following table presents summarized financial information of SG2 Holdings, North Star Holdings, Lost Hills Blackwell Holdings, Henrietta Holdings and Stateline Holdings as derived from the consolidated financial statements of such entities:



	Year Ended				Eleven Months Ended
(in thousands)	November 30, 2017		November 30, 2016		November 30, 2015
Summary statement of operations information:
Revenue	$	178,425	$	72,099	$	55,227
Operating expenses	101,284		47,385		37,342
Net income	74,230		24,970		18,187

	As of
	November 30, 2017		November 30, 2016
Summary balance sheet information:
Current assets	$	76,866	$	45,086
Long-term assets	2,867,709		1,498,820
Current liabilities	11,303		6,250
Long-term liabilities	25,143		12,329