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: November 25, 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):

 

☐

 

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 Sheet Arrangement of a Registrant

 

Item 9.01       Financial Statements and Exhibits

 

Signatures

 

Exhibit Index

 

 

Ex-99.1

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 November 25, 2013, OrPower 4, Inc. (“OrPower 4), an indirect wholly-owned subsidiary of Ormat Technologies, Inc. (“the Company”), borrowed an aggregate principal amount of $45,000,000 under Tranche III of its previously reported Finance Agreement dated as of August 23, 2012, as amended (the “OPIC Finance Agreement”), with the Overseas Private Investment Corporation (“OPIC”). In connection with that borrowing, OrPower 4 executed a promissory note (the “Tranche III Note”) in the amount of $45,000,000 in favor of OPIC.

 

The interest rate on the Tranche III Note is fixed at 6.12%. The proceeds of the Tranche III Note will be used to complete the final phase of construction at the Olkaria III geothermal power complex in Naivasha, Kenya. The final maturity of the Tranche III Note is approximately 17 years.

 

Certain other terms and conditions related to the borrowings under the OPIC Finance Agreement are described in the Current Reports on Form 8-K of the Company filed August 28, 2012 and November 9, 2012, each of which is incorporated by reference in this Item 2.03.

 

A copy of the Company's press release announcing the Tranche III disbursement under the OPIC Finance Agreement described above is furnished as Exhibit 99.1 and is incorporated by reference into this report.

 

Item 9.01     Financial Statements and Exhibits

 

(d) Exhibits

 

 

99.1

Press release of the Registrant dated November 25, 2013

  

 
3
 

 

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: November 26, 2013

 

 
4
 

 

EXHIBIT INDEX

 

Exhibit Number

Description

 
     

99.1

Press release of the Company dated November 25, 2013

 

 

 

5

 

Exhibit 99.1

 

 

   

PRESS RELEASE

 

Ormat Technologies Contact:

Investor Relations Contact:

Dita Bronicki

Todd Fromer/Rob Fink

CEO

KCSA Strategic Communications

775-356-9029

212-896-1215 (Fromer)/212-896-1206 (Fink)

dbronicki@ormat.com

tfromer@kcsa.com / rfink@kcsa.com

                                 

 

Ormat Technologies COMPLETES fINAL DRAWDOWN of $45 million FROM OPIC for final phase of construction at

OLKARIA III GEOTHERMAL COMPLEX in kenya

   

( RENO, Nev.) November 25, 2013 -- Ormat Technologies, Inc. (NYSE: ORA) announced today that OrPower 4 Inc., its wholly owned subsidiary, drew down the remaining $45 million available under its project finance facility with Overseas Private Investment Corporation (OPIC). This drawdown will be used to complete the final phase of construction at the Olkaria III complex in Naivasha, Kenya, bringing the geothermal power plant capacity to over 100 MW.

 

The $45 million drawdown comprises Tranche III of the previously announced $310 million project finance facility with OPIC. The drawdown of Tranche III has a fixed interest rate of 6.12%. This, together with the earlier conversion of Tranches I and II to a fixed interest rate, as reported July 15, 2013, eliminates any exposure under the facility to movements in market interest rates.

 

Dita Bronicki, chief executive officer of Ormat, commented, “The final drawdown of this landmark financing from OPIC to a geothermal IPP in Kenya demonstrates support from strong sponsors and environmentally conscious lenders in the successful development of additional projects. We will continue to work with OPIC to explore additional financing for future projects in Kenya and elsewhere.”

 

About OPIC

 

OPIC is the U.S. Government's development finance institution, OPIC provides financial products, such as loans and guaranties; political risk insurance; and support for investment funds, all of which help American businesses expand into emerging markets and solve critical development challenges.

 

About Ormat Technologies, Inc.

 

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 has over 500 employees in the United States and about 600 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 approximately 1600 MW of gross capacity. Ormat's current generating portfolio of 595 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 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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