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: March 15, 2013
 
Ormat Technologies, Inc.
 
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State of Incorporation)
 
001-32347
(Commission File Number)
 
No. 88-0326081
(I.R.S. Employer Identification No.)
     
6225 Neil Road, Reno, Nevada
(Address of Principal Executive Offices)
 
89511-1136
(Zip Code)
 
(775) 356-9029
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
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. below):
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
TABLE OF CONTENTS
 
Item 8.01                      Other Events.
 
Item 9.01                      Financial Statements and Exhibits
 
Signatures
 
Exhibit Index
 
Exhibit 99.1                        Press Release of the Company dated March 20, 2013.
 
 
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INFORMATION TO BE INCLUDED IN THE REPORT
 
Item 8.01.                      Other Events.
 
On March 15, 2013, Mammoth Pacific  LLC, (MPLP) wholly-owned subsidiary of the Company, entered into a Letter  Agreement with Southern California Edison Company (SCE) ( The Agreement).  Pursuant to the Agreement, MPLP and SCE agreed to terminate certain qualifying facility power purchase agreement entered between MPLP and SCE under which the power generated at G3 and G1 plants of the Mammoth complex are sold to SCE, known as Contract QFID 3003 and Contract QFID 3018 ( G1 & G3 PPA’s). Subject to satisfaction of certain obligation of MPLP, the termination will enter into force as of Midnight on March 31, 2013. Under the Agreement MPLP agreed to extend the term of the power purchase agreement related to G2 of the Mammoth Complex, known as Contract QFID 3027 and for which SCE & MPLP have executed an Amended and Restated Contract QFID 3027.
 
In consideration for SCE execution of the Agreement, MPLP made a termination payment SCE in the amount of $8,978,840.  Upon termination of the G1& G3 PPAs pursuant to the Agreement, both parties are released from any further obligations under such PPA’s.
 
The Company will record the termination payment as an expense in its first quarter financial statements.
 
Item 9.01.                      Financial Statements and Exhibits.
 
(d)           Exhibits
 
 
Exhibit 99.1
Press Release of the Company dated March 20, 2013.
 
 
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Safe Harbor Statement
 
Information provided in this report on Form 8-K may contain statements relating to current expectations, estimates, forecasts and projections about future events that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Company's plans, objectives and expectations for future operations and are based upon its management's current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, see "Risk Factors" as described in Ormat Technologies, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2013.
 
 
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SIGNATURES
 
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.
 
 
ORMAT TECHNOLOGIES, INC.
 
       
 
By:
/s/ Yehudit Bronicki   
    Name: Yehudit Bronicki  
    Title:   Chief Executive Officer  
       
Date:  March 20, 2013
 
 
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EXHIBIT INDEX
 
Exhibit
Number
 
Description of Exhibit
 
99.1
Press Release of the Company dated March 20, 2013.

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Exhibit 99.1
 
 
 
PRESS RELEASE
 
Ormat Technologies Contact:        
Dita Bronicki   
CEO   
775-356-9029                              
dbronicki@ormat.com      
Investor Relations Contact:
Todd Fromer/Rob Fink
KCSA Strategic Communications
212-896-1215(Todd)/212-896-1206 (Rob)
tfromer@kcsa.com / rfink@kcsa.com
 
ORMAT TO REPLACE UP TO 21.5 MW OF CONTRACTS TIED TO NATURAL GAS PRICES
FROM THE MAMMOTH COMPLEX WITH NEW
LONG-TERM POWER PURCHASE AGREEMENTS
 
The improved energy rates under the new PPAs, are secured until 2033and will significantly improve
 the Mammoth complex profitability
 
( RENO, Nev.) March  20, 2013 -- Ormat Technologies, Inc. (NYSE: ORA) announced today that in April 2013  it will begin selling up to 14 MW of geothermal power from the G3 plant in the Mammoth Complex in California to Pacific Gas & Electric (PG&E) under a new 20 year power purchase agreement (PPA) . Deliveries under a separate PPA for up to 7.5 MW of geothermal power from the G1 plant in the Mammoth complex are expected to start by the end of 2013.
 
Management anticipates that the switch to the new 20- year PPA’s with improved rates that are secured until 2033 will significantly improve the company’s profitability from this complex as they will replace the variable rates under the current Standard Offer #4 PPAs, which are based on the short run avoided cost (SRAC) energy rate that is tied to natural gas prices.
 
On March 15, 2013, Ormat finalized the agreement with Southern California Edison (SCE), by which the current G1 and G3 Standard Offer #4 PPAs will terminate. Under the agreement, Ormat will continue to sell power from G2, the third plant of the Mammoth complex, under its existing PPA with SCE, with the term of the contract extended by an additional six years until early 2027. The agreement also calls for Ormat to pay SCE a one-time early termination fee of approximately $9 million. The fee will be recorded as an expense in the first quarter of 2013.
 
Yoram Bronicki, president and chief operation officer of Ormat, stated: “Completing this deal is a very important accomplishment for the company and reflects its strategy of having long term fixed rates PPAs with no volatility. We mark this event as part of our continuing efforts to improve profitability”
 
Yoram added: “We are delighted to add PG&E to our customer base in California that have come to rely on us for our reliable, firm and flexible geothermal power. I would also like to thank the professional teams at SCE and PG&E for their hard work and cooperation in this complicated transaction.”
 
About Ormat Technologies
 
With over four decades of experience, Ormat Technologies, Inc. is a leading geothermal company and the only vertically integrated company solely engaged in geothermal and recovered energy generation (REG). The company owns, operates, designs, manufactures and sells geothermal and REG power plants primarily based on the Ormat Energy Converter – a power generation unit that converts low-, medium- and high-temperature heat into electricity.  With over 82 U.S. patents, Ormat’s power solutions have been refined and perfected under the most grueling environmental conditions.  Ormat’s flexible, modular solutions for geothermal power and REG are ideal for the vast range of resource characteristics.  The company has engineered and built power plants, which it currently owns or has supplied to utilities and developers worldwide, totaling approximately 1600 MW of gross capacity. Ormat’s current generating portfolio of 575 MW (net) includes Brady, Brawley, Heber, Jersey Valley, Mammoth, McGinness Hills, Ormesa, Puna, Steamboat, Tuscarora, OREG 1, OREG 2, OREG 3 and OREG 4 in the U.S.; Zunil and Amatitlan in Guatemala; Olkaria III in Kenya; and, Momotombo in Nicaragua.
 
 
 
 
 
Ormat’s Safe Harbor Statement
 
Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to Ormat’s plans, objectives and expectations for future operations and are based upon its management's current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, see "Risk Factors" as described in Ormat Technologies, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2013.
 
These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
 
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