FIRST SOLAR, INC. : Entering a Material Definitive Agreement, Financial Statements and Supporting Documentation (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement

On May 12, 2022, the following wholly-owned indirect subsidiaries of First
Solar, Inc. (the "Company", and each such subsidiary, a "Seller") entered into,
among others, the following agreements (each, an "Agreement") to sell its 293
MWDC utility-scale solar project development platform (the "Japan Development
Business"), including, among others, nine entities that own solar power projects
(the "Japan Project Entities"), and a solar operations and maintenance platform
(the "Japan O&M Business") with approximately 665 MWDC under management, in
Japan:

•First Solar Japan GK ("FSJ"), a Japan limited liability company ("godo
kaisha"), entered into a Business Purchase and Sale Agreement with PAG
Renewables Holding Pte. Ltd. and PAG Renewables FM Holding Pte. Ltd., each a
Singapore private limited company and wholly-owned indirect subsidiary of funds
managed by PAG Real Assets ("PAG"), for the sale by FSJ, and the purchase by
such PAG subsidiary, of FSJ's Japan Development Business and Japan O&M Business;

•FSJ entered into a Membership Interests Purchase and Sale Agreement with Kyoto
Solar Plant L.P., Yatsubo Solar Plant L.P., Momura Solar Plant L.P., Iwaki Solar
Plant L.P., Hita Solar Plant L.P., Shimo Onuki Solar Plant L.P., Orido Solar
Plant L.P., Handa Solar Plant L.P., and Tochigi Solar Plant L.P., each a Cayman
Islands exempted limited partnership and wholly-owned indirect subsidiary of
PAG, for the sale by FSJ, and the purchase by such PAG subsidiaries, of
membership interests in the Japan Project Entities; and

•TK Investco 7 Pte. Ltd., TK Investco 8 Pte. Ltd., TK Investco 10 Pte. Ltd., and
TK Investco 11 Pte. Ltd., each a Singapore private limited company (each, a "TK
Seller"), entered into a TK Interests Purchase and Sale Agreement with Gioia
Investment Pte. Ltd., a Singapore private limited company and wholly-owned
indirect subsidiary of PAG, for the sale by such TK Sellers, and the purchase by
such PAG subsidiary, of interests referred to as "silent partnership" ("tokumei
kumiai") interests in the Japan Project Entities.

On the terms and conditions set out in the Agreements, PAG, through its
wholly-owned subsidiaries referred to above (each, a "Buyer"), has agreed to
acquire the Japan Development Business and the Japan O&M Business of the
Company; the scope of such acquisition will not include FSJ's business in Japan
of selling and providing after-sales service in respect of photovoltaic modules
and certain companies owned by FSJ that hold real property. The aggregate
proceeds for such acquisition is approximately $575 million, which is inclusive
of the Japan Development Business, the Japan O&M Business, and approximately 286
MWDC of solar modules. Such amount is subject to certain adjustments, including
for working capital levels, an earn-out mechanism in relation to a potential
sale by PAG of the Japan O&M Business, changes to the regulatory regime
applicable to the generation of solar power in Japan, and certain solar power
projects starting construction.

Each Seller and Buyer (each, a "Party") has made customary representations,
warranties, and covenants as set out in the Agreements. Among other things, FSJ
has agreed, subject to certain exceptions, to conduct each relevant transferring
business in the ordinary course of business between signing and closing. The
closing of each transfer under the Agreements is subject to the satisfaction or
waiver of certain conditions, including the representations and warranties of
each Party being true and correct (subject to materiality qualifiers), each
Party having performed its pre-closing obligations in all material respects, and
certain regulatory approvals and lender and other third-party consents having
been obtained. Each Party must use its commercially reasonable efforts to take
all actions necessary to consummate each closing.

Under the Agreements, the Parties have agreed to indemnify each other for
certain losses, including losses arising out of a breach of representation,
warranty, or covenant. The Agreements contemplate that a warranty and indemnity
insurance policy will be obtained by the Buyers after signing the Agreements,
such that the Buyers' first line of recourse for any breach of a significant
portion of the representations and warranties will be to make a claim under such
policy. The Company has agreed to provide a guarantee to each Buyer in respect
of the indemnification obligations of each Seller, an indemnity in respect of
certain liabilities relating to the Japan O&M Business, and an undertaking in
respect of the sale of photovoltaic modules by FSJ.
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The agreements contain certain termination rights, including if closing (other than closing of the purchase and sale of the O&M business in Japan) has not occurred within six months of signing.

The above summary of the agreements and contemplated transactions does not purport to be complete and is subject to and qualified in its entirety by the complete terms of the agreements, which will be filed with the Company’s Quarterly Report on Form 10-Q for the period ended. June 30, 2022.

On May 16, 2022 the Company issued a press release announcing the signing of the agreements. 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 contains 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 the Company's entry into definitive agreements to sell a
project development platform of approximately 293 MWDC, as well as an O&M
platform of approximately 665 MWDC under management, in Japan, which is subject
to the closing of the platforms' acquisition. 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 release. 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
transactions; the timing, receipt, and terms and conditions of any third-party
consent or governmental approvals required in respect of the transactions
referred to herein that could cause the parties to abandon one or more of such
transactions; the occurrence of any event, change, or other circumstances that
could give rise to the termination of the definitive agreements referred to
herein; the risk that the parties may not be able to satisfy the conditions to
one or more of such transactions in a timely manner or at all; and the matters
discussed under the captions "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" of our most recent
Annual Report on Form 10-K and our subsequently filed Quarterly Reports on Form
10-Q, as supplemented by our other filings with the Securities and Exchange
Commission.


Section 9.01. Financial statements and supporting documents

(d) Exhibits.
   Exhibit Number           Description
        99.1                  Press Release of First Solar, Inc. dated     May 16, 2022
         104                Cover Page Interactive Data File (embedded

in the Inline XBRL document)

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