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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 (Date of earliest event reported): August 3, 2010
Ormat Technologies, Inc.
 
(Exact Name of Registrant as Specified in Its Charter)
         
Delaware
(State or Other Jurisdiction 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))
 
 

 

 

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  EX-99.1
     
Exhibit 99.1
  Press Release of the Company dated August 4, 2010.

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INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01. Entry into a Material Definitive Agreement.
On August 3, 2010, Ormat Technologies, Inc. (the “Company”) entered into a deed of trust (the “Trust Deed”) with Ziv Haft Trust Company, Ltd., as trustee, governing the issuance of, and accepted subscriptions from investors for, approximately $142 million in aggregate principal amount of senior unsecured bonds (the “Bonds”). The Company issued the Bonds on August 4, 2010 outside the United States to investors who are not “U.S. persons” in an unregistered offering pursuant to, and subject to the requirements of, Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).
The Trust Deed contains covenants that require the Company to maintain a debt to adjusted EBITDA ratio and a debt to equity ratio, and impose a limit on the amount of dividend distributions the Company may make in any financial year. The Trust Deed also provides for customary events of default.
The Bonds will mature on August 1, 2017. Subject to early redemption, principal of the Bonds is payable at maturity. The Bonds bear interest at a fixed rate of 7.00% per annum. The Company will pay interest on the Bonds semi-annually on February 1 and August 1 of each year, commencing February 1, 2011. The Bonds constitute senior unsecured obligations of the Company and will rank equally in right of payment with any existing and future senior unsecured indebtedness of the Company, and effectively junior to any existing and future secured indebtedness, to the extent of the security therefor.
On or after August 1, 2014, and until the maturity of the Bonds, the Company may redeem, at its option and from time to time, all or any portion of the Bonds. The amount paid to Bondholders upon any such redemption shall be calculated as follows:
(i) in the case of redemption between August 1, 2014 and July 31, 2015: the sum of (x) the discounted cash flow (principal and interest) of the Bonds, using a discount rate equal to the government bond yield plus 1.5%, but not less than the product of the aggregate principal amount of Bonds to be redeemed times 1.02, plus (y) accrued and unpaid interest on the Bonds to be redeemed to the date of early redemption;
(ii) in the case of redemption between August 1, 2015 and July 31, 2016: the sum of (x) the discounted cash flow (principal and interest) of the Bonds, using a discount rate equal to the government bond yield plus 2%, but not less than the product of the aggregate principal amount of Bonds to be redeemed times 1.01 nor more than the product of the aggregate principal amount of Bonds to be redeemed times 1.05, plus (y) accrued and unpaid interest on the Bonds to be redeemed to the date of early redemption; and
(iii) in the case of redemption on or after August 1, 2016: the sum of (x) the discounted cash flow (principal and interest) of the Bonds, using a discount rate equal to the government bond yield plus 3%, but not less than the aggregate principal amount of Bonds to be redeemed nor more than the product of the aggregate principal amount of Bonds to be redeemed times 1.02, plus (y) accrued and unpaid interest on the Bonds to be redeemed to the date of early redemption.

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The “government bond yield” for purposes of these calculations means the yield on bonds issued by the U.S. Government having a remaining term to maturity similar to the Bonds.
The Company intends to use the proceeds of the Bonds for general corporate purposes, which may include the repayment of existing indebtedness and the acquisition, directly or indirectly, of additional energy assets, including by way of construction, enhancement and expansion of its existing projects.
The Bonds have not been registered under the Securities Act, or applicable state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This filing shall not constitute an offer to sell or the solicitation of an offer to buy the Bonds, nor shall there be any offer or sale of the Bonds in any state in which such offer, solicitation or sale would be unlawful.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits*
     
       Exhibit 99.1
  Press Release of the Company dated August 4, 2010.
 
*   Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, a copy of the Trust Deed and the form of Bonds referred to in this Current Report on Form 8-K is not filed. The Company will furnish a copy thereof to the Securities Exchange Commission upon request.

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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: August 5, 2010

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EXHIBIT INDEX
     
Exhibit    
Number   Description of Exhibit
 
   
99.1
  Press Release of the Company dated August 4, 2010.

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Exhibit 99.1
(ORMAT LOGO)
PRESS RELEASE
For Immediate Release
     
Ormat Technologies Contact:
  Investor Relations Contact:
Dita Bronicki
  Marybeth Csaby/Rob Fink
CEO
  KCSA Strategic Communications
775-356-9029
  212-896-1236 (Marybeth) /212-896-1206 (Rob)
dbronicki@ormat.com
  mcsaby@kcsa,com/rfink@kcsa.com
ORMAT TECHNOLOGIES INC. ISSUES $142 MILLION
AGGREGATE PRINCIPAL AMOUNT OF SENIOR UNSECURED BONDS
IN REGULATION S OFFERING
Reno, Nevada, August 4, 2010 — Ormat Technologies, Inc. (NYSE: ORA) is pleased to announce that it has entered on August 3, 2010, into a trust instrument governing the issuance of, and accepted subscriptions for, approximately $142 million in aggregate principal amount, of senior unsecured bonds (the “Bonds”). The Company is issuing the Bonds outside the United States to investors who are not “U.S. persons” in an unregistered offering pursuant to, and subject to the requirements of, Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).
Subject to early redemption, principal of the Bonds is repayable in a single bullet payment upon the final maturity of the Bonds in August 2017. The Bonds bear interest at a fixed rate of 7% per annum, payable semi-annually. The Company intends to use the proceeds of the Bonds for general corporate purposes, which may include the repayment of existing indebtedness and the acquisition, directly or indirectly, of additional energy assets, including by way of construction, enhancement and expansion of its existing projects.
The Bonds have not been registered under the Securities Act and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements. Transfers of the Bonds are subject to restrictions under Regulation S.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Bonds, nor shall there be any sales of Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Commenting on the financing, Dita Bronicki, Chief Executive Officer of Ormat, said: “The terms and timing of this financing compliments and addresses our needs. The additional funds will enable us to accelerate construction plans, and begin the construction of four additional geothermal projects in the U.S., before the end of 2010. When added to the current portfolio of projects under construction, we have up to ten projects that could qualify for the ITC cash grant. We are thankful to all parties for their contribution to the success of this transaction.”
About Ormat Technologies
Ormat Technologies, Inc. is the only vertically-integrated company primarily engaged in the geothermal and recovered energy power business. The Company designs, develops, owns and operates geothermal and recovered energy-based power plants around the world. Additionally, the Company designs, manufactures and sells geothermal and recovered energy power units and other power-generating equipment, and provides related services.

 

 

The Company has more than four decades of experience in the development of environmentally-sound power, primarily in geothermal and recovered-energy generation. Ormat products and systems are covered by 75 U.S. patents. Ormat has engineered and built power plants, that it currently owns or has supplied to utilities and developers worldwide, totaling approximately 1300 MW of gross capacity. Ormat’s current generating portfolio includes the following geothermal and recovered energy-based power plants: in the United States — Brady, Brawley, Heber, Mammoth, Ormesa, Puna, Steamboat, OREG 1, OREG 2 and Peetz; in Guatemala — Zunil and Amatitlan; in Kenya — Olkaria III; and, in Nicaragua — Momotombo.
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 8, 2010.
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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