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: August 29, 2014

 

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):

 

☐

 

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))

 

 

 

 
 

 

TABLE OF CONTENTS

 

 

Item 2.03      Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sh eet Arrangement of a Registrant

 

Item 8.01     Other Events

 

Item 9.01     Financial Statements and Exhibits

 

Signatures

 

Exhibit Index

 

 

Ex-99

Press Release

 

 
2
 

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

Item 2.03      Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On August 29, 2014, OFC 2 LLC, a Delaware limited liability company (“OFC 2”), ORNI 15 LLC, a Delaware limited liability company (“ORNI 15”), ORNI 39 LLC, a Delaware limited liability company (“ORNI 39”), ORNI 42 LLC, a Delaware limited liability company (“ORNI 42”) and HSS II, LLC, a Delaware limited liability company (“HSS II”, and collectively with OFC 2, ORNI 15, ORNI 39 and ORNI 42, the “Issuers”), each a wholly-owned direct or indirect subsidiary of Ormat Nevada Inc., a wholly-owned subsidiary of Ormat Technologies, Inc. (the “Company”), completed the sale of $140,000,000 aggregate principal amount of Series C Notes due 2032 (the “Series C Notes”).

 

The Series C Notes were issued under an Indenture of Trust and Security Agreement, dated as of September 23, 2011, by and among the Issuers, Wilmington Trust Company, as trustee, and Wilmington Trust Company, as depository (as amended, the “Indenture”), and sold pursuant to a Note Purchase Agreement, dated September 23, 2011, among the Issuers, OFC 2 Noteholder Trust, as purchaser, John Hancock Life Insurance Company (U.S.A.), as administrative agent, and the U.S. Department of Energy, as guarantor (the “DOE”) (as amended, the “Note Purchase Agreement”).

 

The net proceeds from the sale of the Series C Notes, after deducting transaction fees and expenses, were approximately $138.7 million, and will be used to finance a portion of the construction costs of Phase II of the Issuers’ McGinness Hills geothermal power facility. The Issuers will pay 4.61% interest on the Series C Notes quarterly in arrears on the last day of each of March, June, September and December in each year, commencing on December 31, 2014. The DOE will guarantee payment of 80% of principal and interest on the Series C Notes pursuant to Section 1705 of Title XVII of the Energy Policy Act of 2005, including by the American Recovery and Reinvestment Act of 2009 and the Energy and Water Development and Related Agencies Appropriations Act.

 

The Series C Notes benefit from the same covenants and terms, and are pari passu in all respects with, the other classes of notes issued under the Indenture and sold pursuant to the Note Purchase Agreement, the terms of which are summarized in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 27, 2011, which is incorporated herein by reference, which summary is not purported to be complete and is qualified in its entirety by reference to the full texts of the Indenture and Note Purchase Agreement, which have been filed as Exhibit 4.8 and Exhibit 10.1, respectively, to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 4, 2011.

 

Item 8.01      Other Events.

 

On August 29, 2014, the Company issued a press release announcing the issuance of the Series C Notes. A copy of the press release is furnished as Exhibit 99 to this report on Form 8-K and is incorporated by reference herein.

 

 
3
 

 

Item 9.01     Financial Statements and Exhibits.

 

(d) Exhibits

 

 

99

Press release of the Company dated August 29, 2014.

 

 
4
 

 

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

 

 

 

Title:   Chief Executive Officer

 

 
   

          

Date: September 3, 2014

 

 
5
 

 

EXHIBIT INDEX

 

Exhibit Number

Description

 
     

99

Press release of the Company dated August 29, 2014

 

 

 

 

 

6

 

Exhibit 99

 

 

PRESS RELEASE

 

Ormat Technologies Contact:

Investor Relations Contact:
   

Smadar Lavi

Rob Fink/Brad Nelson

Investor Relations

KCSA Strategic Communications

775-356-9029

212-896-1206 / 212-896-1217

slavi@ormat.com

rfink@kcsa.com / bnelson@kcsa.com

 

 

 

Ormat Completes Financing for McGinness Hills Phase 2

 

Company draws down $140 m illion u nder OFC 2 Senior Secured Notes

 

RENO, Nevada, August 29, 2014 -- Ormat Technologies, Inc. (NYSE: ORA) today announced that its wholly-owned indirect subsidiary, OFC 2 LLC, and its project subsidiaries (“Ormat“), have signed a $140 million loan to finance the construction of the McGinness Hills Phase 2 project in Nevada. The plant is expected to come on line in the first half of 2015, bringing the complex’s total capacity to approximately 70 MW . Ormat is selling energy produced at McGinness Hills to NV Energy under contract through December 2032.

 

This drawdown is the last tranche under the Note Purchase Agreement with John Hancock Life Insurance Company (USA) and guaranteed by the U.S. Department of Energy’s Loan Programs Office in accordance with and subject to the Department’s Loan Guarantee Program under Section 1705 of Title XVII of the Energy Policy Act of 2005.

 

The $140 million loan, which matures in December 2032, carries a 4.61% coupon with principal paid quarterly. The OFC 2 Notes, which includes loans for the Tuscarora, Jersey Valley and McGinness Hills complexes, is rated “BBB” by Standard & Poor’s .

 

Mr. Isaac Angel, CEO of Ormat Technologies, said, “We are excited to close on this financing and expand capacity at McGinness Hills. The low-risk phased approach to development enables us to secure financing on such attractive terms. With the financing secured, we will be able to free up capital to continue to take advantage of developing opportunities across the globe and enhance returns for shareholders.”

 

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 77 U.S. patents, Ormat's power solutions have been refined and perfected under the most grueling environmental conditions. Ormat has 480 employees in the United States and about 640 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 supplied to utilities and developers worldwide, totaling more than 1,800 MW of gross capacity. Ormat's current generating portfolio of 626 MW (net) is spread globally in the U.S., Guatemala and Kenya.

 

 
 
 

 

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 February 28, 2014.

 

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.