Item 1.01. Entry into a Material Definitive Agreement



On January 24, 2021, First Solar, Inc. (the "Company") entered into a Purchase
and Sale Agreement (the "Agreement"), by and among Leeward Renewable Energy
Development, LLC ("Buyer"), a Delaware limited liability company and portfolio
company of OMERS Infrastructure Management Inc., First Solar Electric, LLC
("Seller"), a Delaware limited liability company and wholly-owned subsidiary of
the Company, and, solely as a guarantor of Seller, the Company.

On the terms and subject to the conditions set forth in the Agreement, Seller
agreed to sell, assign, transfer, convey and deliver to Buyer, and Buyer agreed
to purchase and accept from Seller, all of the right, title and interest in and
to the equity interests of FS Saguaro, LLC, a Delaware limited liability company
and wholly-owned subsidiary of Seller ("Saguaro," and such transaction, the
"Acquisition"). Pursuant to the Acquisition, Buyer has agreed to acquire the
Company's business of developing, contracting for the construction of, and
selling utility-scale photovoltaic ("PV") solar power generating facilities in
the United States (the "Development Business"), certain solar modules and
certain other safe harbor equipment, excluding certain assets and liabilities
related thereto to be retained by the Company or its affiliates. As a result of
the Acquisition, Buyer has agreed to acquire approximately 10 gigawatts ("GW")AC
of solar projects, which includes the Rabbitbrush, Madison, Oak Trail, Horizon,
and Ridgely projects that are expected to commence construction in the next two
years, as well as the 30 megawatts ("MW")AC Barilla Solar project, which is
operational. The Company will retain 1.1 GWAC of projects in the United States
that are expected to be sold separately. Pursuant to the Agreement, the purchase
price is approximately $261 million, subject to certain customary adjustments,
which is inclusive of the Development Business, 392 MWDC of solar modules
(comprising 242 MWDC of First Solar Series 4 modules safe harbored under the
solar Investment Tax Credit ("ITC") program and 150 MWDC of First Solar Series 6
modules), and certain other safe harbor equipment.

Seller and Buyer each have made customary representations, warranties and
covenants in the Agreement. Among other things, Seller has agreed, subject to
certain exceptions, to conduct the Development Business in the ordinary course
of business in all material respects, from the date of the Agreement until the
closing of the Acquisition, and not to take certain actions prior to the closing
of the Acquisition without the prior written consent of Buyer (which consent is
not to be unreasonably withheld, conditioned or delayed). Seller has made
certain additional customary covenants, including, subject to certain
exceptions: (1) for a period of two years, not to compete with Buyer with
respect to the business of developing, contracting for the construction of, and
selling utility-scale PV solar power generating facilities in the United States,
and (2) for a period of two years, not to solicit former employees of the
Company or its affiliates that become employees of Buyer or its affiliates in
connection with the Acquisition. Prior to, and as a condition to, the closing of
the Acquisition, the Company has agreed to, and to cause its affiliates to,
transfer certain assets and liabilities related to the Development Business to
FS Saguaro or its subsidiaries (the "Reorganization"). In addition, subject to
the terms of the Agreement, Seller and Buyer have agreed to use reasonable best
efforts to obtain all required regulatory approvals, including clearance under
federal antitrust laws and certain approvals by federal regulatory bodies,
subject to certain exceptions. The Company has agreed to provide an
unconditional and irrevocable guarantee to Buyer of Seller's obligations under
the Agreement.

Under the Agreement, Seller has agreed to indemnify Buyer for certain losses,
including losses arising out of Seller's breach of its covenants contained in
the Agreement, any indebtedness of Saguaro and its subsidiaries outstanding as
of immediately prior to the closing of the Acquisition and liabilities related
to the Company or the retained business of the Company. In addition, Buyer has
agreed to indemnify Seller for certain losses, including losses arising out of
Buyer's breach of its covenants contained in the Agreement and certain
liabilities of Seller and its affiliates related to the Development Business
(subject to certain exclusions) or the conduct or operation of the Development
Business by Buyer or its affiliates after the closing of the Acquisition.

Subject to closing of the Acquisition, Buyer has agreed to purchase 650 MWDC of
the Company's Series 6 modules for future development opportunities (inclusive
of 150 MWDC of Series 6 modules referenced above). Buyer's acquisition of the
Development Business also includes purchase orders for 888 MWDC of Series 6
modules for the five development projects referenced above. In total, upon
closing, Buyer's acquisition of the Development Business
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will comprise the acquisition of projects with module purchase orders, together
with the entry into additional purchase orders, of approximately 1.8 GWDC of
First Solar PV modules.

Consummation of the Acquisition is subject to satisfaction or waiver of certain
conditions, including, among others: (1) expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, (2) a final order from the Federal Energy Regulatory Commission
approving the Acquisition, (3) clearance in respect of the Acquisition from the
Committee on Foreign Investment in the United States, (4) the completion of the
Reorganization, (5) the accuracy of each party's representations and warranties,
subject to materiality qualifiers, and each party's compliance in all material
respects with its obligations and covenants under the Agreement, and (6) the
absence of a material adverse effect with respect to the Development Business
and FS Saguaro and its subsidiaries.

The Agreement contains certain termination rights for both Seller and Buyer,
including if the Acquisition is not consummated by April 30, 2021 (subject to
the possible extension to June 30, 2021 if all of the conditions to closing,
other than the conditions related to obtaining regulatory approvals, have been
satisfied).

The foregoing summary of the Agreement and the transactions contemplated thereby
does not purport to be complete and is subject to, and qualified in its entirety
by, the full terms of the Agreement, which will be filed with the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 2021.

On January 25, 2021, the Company issued a press release announcing the signing
of the Agreement and the solar modules order. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K.

Forward-Looking Statements



This report includes various "forward-looking statements" which are made
pursuant to safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. These forward-looking statements include, but are not limited to,
statements concerning (i) the Company's entry into a definitive agreement to
sell a project development platform of approximately 10 GWAC, as well as a
related sale of 650 MWDC of PV modules, which is subject to the closing of the
Acquisition, and (ii) the Company's retention of 1.1 GWAC of projects in the
United States that are expected to be sold separately. These forward-looking
statements are often characterized by the use of words such as "estimate,"
"expect," "anticipate," "project," "plan," "intend," "seek," "believe,"
"forecast," "foresee," "likely," "may," "should," "goal," "target," "might,"
"will," "could," "predict," "continue" and the negative or plural of these words
and other comparable terminology. Forward-looking statements are only
predictions based on the Company's current expectations and the Company's
projections about future events and therefore speak only as of the date of this
report. You should not place undue reliance on these forward-looking statements.
The Company undertakes no obligation to update any of these forward-looking
statements for any reason, whether as a result of new information, future
developments or otherwise. These forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the Company's
actual results, levels of activity, performance or achievements to differ
materially from those expressed or implied by these statements. These factors
include, but are not limited to, the expected timing and likelihood of
completion of the transaction, including the timing, receipt and terms and
conditions of any required governmental approvals related to the transaction
that could cause the parties to abandon the transaction; the occurrence of any
event, change or other circumstances that could give rise to the termination of
the Agreement; the risk that the parties may not be able to satisfy the
conditions to the transaction in a timely manner or at all; and the matters
discussed under the captions "Risk Factors" and "Management's Discussion and
Analysis of Financial Conditions and Results of Operations" of the Company's
most recent Annual Report on Form 10-K and the Company's subsequently filed
Quarterly Reports on Form 10-Q, as supplemented by the Company's other filings
with the Securities and Exchange Commission.

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Item 9.01. Financial Statements and Exhibits



(d) Exhibits.
   Exhibit Number           Description
        99.1                  Press Release of First Solar, Inc. dated January 25, 2021
         104                Cover Page Interactive Data File (embedded

within the Inline XBRL Document)


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