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Business Combinations (Tables)
 12 Months Ended
Nov. 30, 2017
Business Combinations [Abstract]  
Purchase Allocation for Acquired Assets and Liabilities
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, the Kern Phase 2(a) Assets, the Kern Phase 2(b) Assets and the Kern Phase 2(c) Assets are disclosed in the following table.

 
Fair Value
 
Kern Phase 1(a)
 
Kern Phase 1(b)
 
Kern Phase 2(a)
 
Kern Phase 2(b)
 
Kern Phase 2(c)
(in thousands)
Assets
 
Assets
 
Assets
 
Assets
 
Assets
Property and equipment
$
9,510

 
$
18,856

 
$
15,659

 
$
12,477

 
$
6,464

Related party payable (1)
(3,435
)
 
(7,123
)
 
(5,290
)
 
(4,892
)
 
(2,372
)
Asset retirement obligation
(322
)
 
(785
)
 
(623
)
 
(493
)
 
(279
)
Noncontrolling interest
(866
)
 
(1,794
)
 
(1,332
)
 
(1,078
)
 
(658
)
Net assets acquired
$
4,887

 
$
9,154

 
$
8,414

 
$
6,014

 
$
3,155


(1)
Related party payable represents liabilities for amounts due to SunPower related to capital contributions to fund purchase price payments due from the tax equity investor after the acquisition date, all of which was subsequently settled.

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

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.
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.
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 $0.4 million and $0.1 million reduced operating revenues in fiscal 2017 and fiscal 2016, respectively.
(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.