ORMAT TECHNOLOGIES, INC. (Form: 8-K, Received: 07/26/2017 16:46:29)

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: July 26 , 2017

Ormat Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)

001-32347

(Commission File Number)


Delaware (State of Incorporation)		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):

☐		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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

TABLE OF CONTENTS

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 8.01

Other Events.

Item 9.01

Financial Statements and Exhibits.

Signatures

Exhibit Index

Exhibit 99.1 Press Release of Ormat Technologies, Inc. dated July 26, 2017

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 4, 2017 by Ormat Technologies, Inc. (the “Company”), on May 4, 2017, the Company entered into a Commercial Cooperation Agreement (the “Commercial Cooperation Agreement”), a Governance Agreement (the “Governance Agreement”), and a Registration Rights Agreement (the “Registration Rights Agreement” and, together with the Commercial Cooperation Agreement and the Governance Agreement, the “Transaction Agreements”), each with ORIX Corporation (“ORIX”).

The Transaction Agreements were entered into by the Company and ORIX in connection with the acquisition by ORIX of approximately 11 million shares of common stock of the Company (the “Shares”), pursuant to a stock purchase agreement (the “Stock Purchase Agreement”) by and among ORIX, as purchaser, FIMI ENRG Limited Partnership, FIMI ENRG L.P. (such entities, collectively, “FIMI”), Bronicki Investments, Ltd. (“Bronicki”), Mr. Isaac Angel, our Chief Executive Officer, and Mr. Doron Blachar, our Chief Financial Officer, as sellers (collectively, the “Sellers”).

The Governance Agreement sets forth the rights and obligations of the Company and ORIX with respect to certain corporate governance matters of the Company, including, but not limited to, the appointment of directors to the board of directors (the “Board”) of the Company.

(b) On July 26, 2017, three of the directors currently serving on the Board, Mr. Robert E. Joyal, Mr. Ami Boehm and Mr. Gillon Beck, each delivered to the Company his resignation as a director of the Company, subject to and effective immediately prior to the closing of the transactions contemplated by the Stock Purchase Agreement.

(d)(1) The Board appointed Mr. Yuichi Nishigori, Mr. Stan Koyanagi and Mr. Todd Freeland as directors of the Company to fill the vacancies on the Board resulting from the resignation of Mr. Joyal, Mr. Boehm and Mr. Beck, respectively, with such appointments to be effective immediately upon the resignation of Mr. Joyal, Mr. Boehm and Mr. Beck. The Board also appointed Mr. Byron Wong as an independent director of the Company, to fill the newly created directorship resulting from the increase in the authorized number of directors serving on the Board from eight (8) directors to nine (9) directors pursuant to the Governance Agreement.

(d)(2) Each of Mr. Nishigori, Mr. Koyanagi and Mr. Freeland were nominated by ORIX pursuant to the Governance Agreement. Mr. Wong was jointly nominated by ORIX and the Company pursuant to the Governance Agreement in order to serve as an independent director of the Company who is independent in accordance with the New York Stock Exchange listing standards and SEC rules and regulations, and who does not have, and for the three-year period prior to his nomination, did not have, any material relationship with ORIX or its affiliates.

The summary of the Governance Agreement set forth in the Company ’s Current Report on Form 8-K filed with the SEC on May 4, 2017 is incorporated herein by reference.

(d)(3) As of the time of this disclosure, Mr. Nishigori is expected to serve on the Investment Committee of the Board, Mr. Wong is expected to serve on the Audit Committee of the Board and Mr. Freeland is expected to serve on the Compensation Committee of the Board and as the Chair of the Nominating and Corporate Governance Committee of the Board. Mr. Koyanagi is not expected to serve on any committees of the Board at this time.

(d)(4) Pursuant to the Stock Purchase Agreement, ORIX has acquired the Shares, representing approximately 22% of all outstanding shares of common stock of the Company, for an aggregate purchase price of approximately $627 million from FIMI, Bronicki, Mr. Angel and Mr. Blachar. Mr. Angel and Mr. Blachar are the Chief Executive Officer and Chief Financial Officer of the Company, respectively. Immediately prior to the consummation of the transactions contemplated by the Stock Purchase Agreement, each of FIMI and Bronicki was the beneficial owner of more than five percent of all outstanding shares of common stock of the Company. Messrs. Nishigori and Koyanagi are directors of ORIX and Mr. Freeland is an officer of ORIX.

(d)(5) Each of Mr. Nishigori, Mr. Koyanagi, Mr. Freeland and Mr. Wong will be entitled to the compensation arrangements granted to non-employee directors of the Company, which are described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 10, 2017, under the heading “Director Compensation”. That description is hereby incorporated by reference into this Current Report on Form 8-K. Additionally, the Company expects to enter into indemnification agreements with each of Mr. Nishigori, Mr. Koyanagi, Mr. Freeland and Mr. Wong, pursuant to which the Company will agree to indemnify such individuals under certain circumstances for acts or omissions in connection with their service on the Board.

Item 8.01 Other Events.

On July 26, 2017, the Company issued a press release announcing the matters described herein. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press Release of Ormat Technologies, Inc. dated July 26, 2017

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/ Isaac Angel
		Name: Isaac Angel
		T itle: Chief Executive Officer

Date: July 26, 2017

Exhibit 99.1

PRESS RELEASE

Ormat Technologies Contact :

Smadar Lavi

slavi@ormat.com

Investor Relations

775-356-9029 (ext. 65726)

Investor Relations Agency Contact :

Rob Fink/Brett Maas

Hayden - IR

646-415-8972/646-536-7331

rob@haydenir.com / brett@haydenir.com

Ormat Technologies, Inc. Implements Corporate Governance Changes

in Connection With Closing of ORIX Transaction

Reno, Nevada, July 26 , 2017 — Ormat Technologies, Inc. (NYSE: ORA) announced today that, in connection with the closing of the previously reported acquisition by ORIX Corporation of an approximately 22.1% ownership stake in Ormat from certain selling shareholders, Ormat has implemented certain corporate governance changes in accordance with the terms of the Governance Agreement entered into by Ormat and ORIX in connection with such acquisition by ORIX. Ormat also announced that the previously reported Commercial Cooperation Agreement entered into by Ormat and ORIX is now effective.

Pursuant to the Governance Agreement and Ormat ’s Fourth Amended and Restated By-Laws, the number of directors serving on Ormat’s Board of Directors was increased from eight directors to nine directors. Acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, the Board of Directors appointed Mr. Byron Wong as a director to fill the newly created directorship on the Board of Directors resulting from the increase in the size of the Board of Directors. The Board of Directors has determined that Mr. Wong is independent in accordance with the New York Stock Exchange listing standards and the rules and regulations of the Securities and Exchange Commission.

Ormat also announced today that each of Mr. Robert E. Joyal and Mr. Ami Boehm have resigned as directors of Ormat, and Mr. Gillon Beck has resigned as a director of Ormat and from his position as the Chairman of the Board of Directors. Mr. Joyal and Mr. Boehm have served as directors on Ormat ’s Board of Directors since May 2012, and Mr. Beck has served as a director on Ormat’s Board of Directors since May 2012 and as the Chairman of Ormat’s Board of Directors from May 2012 to June 2014, and again since November 2015.

“We would like to thank Gillon Beck for his leadership over the past five years. Gillon has had a significant role in establishing a strong and cohesive Board that oversaw the company’s efforts to enhance efficiencies as part of its long-term growth strategy. We would also like to thank Ami Boehm and Robert E. Joyal for their dedication and significant contributions during their tenure as Directors on the Board.” said Isaac Angel, Ormat’s CEO.

Acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, the Board of Directors appointed Mr. Yuichi Nishigori, Mr. Stan Koyanagi and Mr. Todd Freeland to the Board of Directors to fill the vacancies on the Board of Directors resulting from the resignation of Mr. Joyal, Mr. Boehm and Mr. Beck, respectively. Mr. Freeland has also been appointed as the new Chairman of the Board of Directors. The director resignations and appointments occurred pursuant to the Governance Agreement and Ormat’s Fourth Amended and Restated By-Laws in connection with, and subject to, the closing of the acquisition by ORIX of its ownership stake in Ormat and the transactions contemplated by the related agreements entered into by Ormat and ORIX, including the Governance Agreement.

Mr. Byron Wong has been involved as a private energy consultant following his retirement from Chevron Corporation at the end of 2012 after more than 31 years with Chevron, its affiliates and predecessor companies. While at Chevron, Mr. Wong was Senior Vice President - Commercial Development (Asia) for Chevron Global Power Company, managing a team of professionals in identifying and developing opportunities for independent power projects to monetize Chevron’s gas in-region, and also participating as a member of a decision review board for overseeing Chevron’s geothermal development opportunities in Indonesia and the Philippines. Mr. Wong also sat on the board of three joint venture companies in Singapore, Thailand and South Korea. Prior to the merger with Chevron, Mr. Wong established and staffed the initial Asian office location for Texaco Power and Gasification in Singapore in 1999. Before moving to Singapore, Mr. Wong was based in London with Texaco Europe, first as the Director of New Business Development (Downstream) for Central/Eastern Europe and Former Soviet Union, with primary responsibility for developing Texaco’s downstream entry into this region; then second, as Vice President of Upstream Corporate Development for Europe, Eurasia, Middle East and North Africa, focusing on opportunities for upstream oil and gas mergers, divestments and acquisitions. Mr. Wong received his MBA in Finance from the University of California at Los Angeles in 1977, and his BA in Economics from the University of California at Los Angeles in 1974.

Mr. Yuichi Nishigori has a wealth of experience and advanced knowledge relating to diversified business activities through his business execution experience in the field of project development and investment. He currently serves as Head of Energy and Eco Services Business Headquarters of ORIX Corporation and has been appointed as a member of the Board of Directors of ORIX since 2015. In addition, he also serves on the board of directors of Ubiteq, Inc. (traded on the Tokyo Stock Exchange) and other non-public companies in multiple countries. Prior to joining ORIX in 2003, Mr. Nishigori began his investment and finance career at The Industrial Bank of Japan, Limited (presently Mizuho Bank) in 1980 and engaged in structured finance and various other corporate finance business in Asia and the U.S. Mr. Nishigori has a Bachelor’s Degree of Law from University of Tokyo (1980) and a Master’s Degree of Law from Boalt Hall School of Law, University of California, Berkeley (1983).

Mr. Stan H. Koyanagi has represented public and private companies as a California-licensed lawyer for over 30 years, advising on corporate transactional, regulatory, compliance and governance matters. He started his legal career in private practice in 1985 and became a partner at the international law firm of Graham & James LLP (now Squire Patton Boggs LLP) in 1993 before serving in senior legal positions at ORIX USA Corporation, the US holding company of ORIX Corporation, and KB HOME, an NYSE-listed homebuilder. He was appointed to the Board of Directors of ORIX Corporation and promoted to the position of Corporate Senior Vice President and Global General Counsel of ORIX Corporation in June 2017. Mr. Koyanagi received a Bachelor of Science degree from the University of Southern California in 1982 and a Juris Doctor degree from Stanford University in 1985.

Mr. Todd C. Freeland has over 30 years of experience leading a diverse range of businesses and investments in over 50 countries across the Americas, Europe, the Middle East and Asia, in industries that include energy, infrastructure, financial services, communications, media, and technology. He currently serves as Co-Head of Energy and Eco Services Business Headquarters at ORIX Corporation, where he is helping to lead the firm ’s global expansion into sectors including renewable energy, resource and waste management, and other energy supply, conservation and storage activities. Prior to joining ORIX, Mr. Freeland served as the Director General of Private Sector Operations at the Asian Development Bank, where he was responsible for leading ADB’s banking and investment activities throughout Asia, deploying over $2 billion of capital annually in companies and transactions that promote environmentally sustainable and inclusive economic growth. Prior to the Asian Development Bank, Mr. Freeland was a senior executive at several leading financial services firms, including BMO Financial Group and Goldman Sachs & Co. A U.S. national, Mr. Freeland holds a Master’s degree in International Finance and Marketing from the Kellogg Graduate School of Management, Northwestern University, where he was an Austin Scholar. He received his Bachelor’s degree with Distinction in Economics from the University of North Carolina.

"We are very pleased to welcome Mr. Freeland, Mr. Wong, Mr. Koyanagi and Mr. Nishigori to Ormat’s Board. The new members of the Board bring with them a set of skills and a range of experiences to support Ormat in executing its strategy as well as in seizing new opportunities. With the new Directors and existing Board members working closely with Ormat's excellent management team, I am confident that Ormat will continue to succeed in achieving its business goals. I would also like to thank all of Ormat's employees, and especially the management team led by Isaac Angel, the CEO, for their relentless dedication and commitment to excellence; I have been honored to work with all of the employees and management for the past years and strongly believe that the Company will continue its growth together with ORIX as a strategic investor." commented Gillon Beck, Ormat's outgoing Chairman.

About Ormat Technologies

With over five decades of experience, Ormat Technologies, Inc. is a leading geothermal company and the only vertically integrated company engaged in geothermal and recovered energy generation (REG), with the objective of becoming a leading global provider of renewable energy. 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 73 U.S. patents, Ormat’s power solutions have been refined and perfected under the most grueling environmental conditions. Ormat has 530 employees in the United States and over 720 overseas. Ormat’s flexible, modular solutions for geothermal power and REG are ideal for the vast range of resource characteristics. The company has engineered, manufactured and constructed power plants, which it currently owns or has installed to utilities and developers worldwide, totaling 2,200 MW of gross capacity. Ormat’s current 727 MW generating portfolio is spread globally in the U.S., Kenya, Guatemala, and Guadeloupe.

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 1, 2017.

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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