UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~May~~June 238, 2018

_________________________________________________

8point3 Energy Partners LP

(Exact name of registrant as specified in its charter)

_________________________________________________



Delaware	1-37447	47-3298142
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

77 Rio Robles
San Jose, California		95134
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 240-5500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☒

Item 58.0701. ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

On ~~May~~June 238, 2018, 8point3 Energy Partners LP, ~~a Delaware limited partnership~~ (the “Partnership”), ~~convened~~received ~~its~~written ~~special~~communication ~~meeting~~from (the ~~“Special~~Committee ~~Meeting~~on Foreign Investment in the United States (“CFIUS”) ofthat ~~holders~~CFIUS has completed its review of ~~Class~~the APartnership’s ~~shares~~previously ~~representing~~announced ~~limited~~merger ~~partner~~with ~~interests~~certain inaffiliates ~~the~~of ~~Partnership~~Capital ~~(“Class~~Dynamics, AInc. ~~shares~~(the “Merger”) toand ~~vote~~determined onthat ~~the~~there ~~proposals~~are ~~identified~~no inunresolved ~~the~~national ~~definitive~~security ~~proxy~~concerns ~~statement~~with ~~dated~~respect ~~April~~to 6,the ~~2018,~~Merger. ~~which~~The ~~was~~Merger ~~first~~remains ~~mailed~~subject to ~~holders~~customary ofclosing ~~Class~~conditions, Aand ~~shares~~the onPartnership orexpects ~~about~~the ~~April~~Merger ~~11,~~to close during its third fiscal quarter of 2018.

As of the close of business on April 6, 2018, the record date for the Special Meeting, there were 28,093,305 Class A shares outstanding and entitled to vote at the Special Meeting. A quorum of 15,868,887 Class A shares was represented in person or by proxy at the Special Meeting. A summary of the voting results for the following proposals, which are described in detail in the definitive proxy statement, is set forth below:***********

~~1. Proposal~~Forward toLooking ~~adopt~~Statements and approve the Agreement and Plan of Merger and Purchase Agreement, dated as of February 5, 2018, by and among the Partnership, 8point3 General Partner, LLC, a Delaware limited liability company and the general partner of the Partnership, 8point3 Operating Company, LLC, a Delaware limited liability company (“OpCo”), 8point3 Holding Company, LLC, a Delaware limited liability company, 8point3 Solar CEI, LLC, a Delaware limited liability company (“8point3 Solar”), 8point3 Co-Invest Feeder 1, LLC, a Delaware limited liability company (“Investor Co 1”), 8point3 Co-Invest Feeder 2, LLC, a Delaware limited liability company (“Investor Co 2”), CD Clean Energy and Infrastructure V JV (Holdco), LLC, a Delaware limited liability company (“CD CEI V JV Holdco” and, together with 8point3 Solar, Investor Co 1 and Investor Co 2, collectively, “Parent”), 8point3 Partnership Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of 8point3 Solar (“Partnership Merger Sub”), 8point3 OpCo Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“OpCo Merger Sub 1”), and 8point3 OpCo Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“OpCo Merger Sub 2”) (as it may be amended from time to time, the “Merger Agreement”), and the merger of Partnership Merger Sub with and into the Partnership.

~~The~~This Current Report on Form 8-K contains “forward-looking statements.” Certain expressions including “believe,” “expect,” “intends,” or other similar expressions are intended to identify the Partnership’s ~~holders~~current ofexpectations, ~~Class~~opinions, Aviews ~~shares~~or ~~adopted~~beliefs ~~this~~concerning ~~proposal~~future developments and their potential effect on the Partnership. While management believes that these forward-looking statements are reasonable when made, there can be no assurance that future developments affecting the Partnership will be those that it anticipates. The ~~following~~forward-looking statements involve significant risks and uncertainties (some of which are beyond the ~~tabulated~~Partnership’s ~~votes~~control) ~~“For”~~and assumptions that could cause actual results to differ materially from the Partnership’s historical experience and ~~“Against”~~its ~~this~~present ~~proposal~~expectations or projections. Additional information concerning factors that could cause the Partnership’s actual results to differ can be found in the Partnership’s public periodic filings with the SEC, asincluding ~~well~~the asPartnership’s Annual Report on Form 10-K for the ~~number~~year ofended ~~“Abstentions”:~~November 30, 2017 and any updates thereto in the Partnership’s subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Votes For		Votes Against		Votes Abstained
14,759,177		1,040,828		68,882

Among other risks and uncertainties, there can be no guarantee that the proposed transactions will be completed, or if they are completed, the time frame in which they will be completed. The proposed transactions are subject to the satisfaction of certain conditions contained in the Agreement and Plan of Merger and Purchase Agreement, dated as of February 5, 2018, entered into by the Partnership and certain of its affiliates and certain affiliates of Capital Dynamics Clean Energy Infrastructure V JV, LLC, an equity fund managed by Capital Dynamics, Inc. The failure to complete the proposed transactions could disrupt certain of the Partnership’s plans, operations, business and employee relationships and result in a decline in the Partnership’s share price.

~~2. Proposal~~These tofactors ~~direct~~are not necessarily all of the ~~Partnership~~important tofactors ~~vote,~~that bycould ~~written~~cause ~~consent~~actual orresults atto adiffer ~~meeting~~materially offrom ~~the~~those ~~holders~~expressed in any of the ~~common~~forward-looking ~~units~~statements ~~(“OpCo~~contained ~~Common~~herein. ~~Units”)~~Other ~~and~~unknown ~~subordinated~~or ~~units~~unpredictable ~~representing~~factors ~~limited~~could ~~liability~~also ~~company~~have ~~interests~~material inadverse ~~OpCo,~~effects ~~its~~on ~~OpCo~~the ~~Common~~Partnership’s ~~Units~~future inresults. ~~favor~~Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the ~~Merger~~date ~~Agreement~~thereof. ~~and~~The Partnership undertakes no obligation to publicly update or revise any forward-looking statements after the ~~mergers~~date ofthey ~~OpCo~~are ~~Merger~~made, ~~Sub~~whether 1as ~~and~~a ~~OpCo~~result ~~Merger~~of ~~Sub~~new 2information, ~~with~~future ~~and~~events ~~into~~or ~~OpCo~~otherwise.

The Partnership’s holders of Class A shares adopted this proposal. The following are the tabulated votes “For” and “Against” this proposal, as well as the number of “Abstentions”:

Votes For		Votes Against		Votes Abstained
14,749,254		1,042,408		77,225

No other business properly came before the Special Meeting.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		8POINT3 ENERGY PARTNERS LP
		By:	8point3 General Partner, LLC,
			its general partner
		By:	/s/ JASON E. DYMBORT
			Jason E. Dymbort
			General Counsel
Date:	~~May~~June 2311, 2018

Filing Compare · 8point3 Energy Partners LP