8point3 Energy, incorporated on March 3, 2015, owns, operates, and acquires solar energy generation projects.
On February 5, 2018, 8point3 Energy issued a press release announcing the Proposed Transaction, pursuant to which Capital Dynamics, Inc. will acquire 8point3 through an acquisition of 8point3 General Partner, LLC (the “General Partner”), the general partner of the Partnership (such transaction, the “GP Transfer”), all of the outstanding Class A shares in the Partnership and all of the outstanding common and subordinated shares and incentive distribution rights in 8point3 Operating Company, LLC (“OpCo”), the Partnership’s operating company (the “Proposed Transactions”).
The Complaint alleges that on March 19, 2018, in order to convince 8point3 Energy’s shareholders to vote in favor of the Proposed Transaction, Defendants authorized the filing of a materially incomplete and misleading proxy statement (the “Proxy”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act. The Complaint alleges that in particular, the Proxy contains materially incomplete and misleading information concerning: (i) financial projections for 8point3 Energy; (ii) the valuation analyses performed by 8point3 Energy’s financial advisor, Evercore Group L.L.C. (“Evercore”), in support of its fairness opinion; (iii) information relating to the Background of the Merger; and (iv) potential conflicts of interest faced by the financial advisors.
On June 4, 2018, the Court issued an Order consolidating cases.