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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): February 3, 2011
Ormat Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
         
Delaware   001-32347   No. 88-0326081
(State or Other Jurisdiction of
Incorporation) 		  (Commission File Number)   (I.R.S. Employer Identification No.)
     
6225 Neil Road, Reno, Nevada   89511-1136
(Address of Principal Executive Offices)   (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 February 7, 2011.

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INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01. Other Events.
On February 3, 2011, Ormat Nevada Inc. (“Ormat Nevada”), a wholly-owned subsidiary of Ormat Technologies, Inc. (the “Company”), entered into an Agreement for Purchase of Membership Interest in OPC LLC (the “Purchase Agreement”) with JPM Capital Corporation (“JPMCC”) and consummated the sale to JPMCC of all of the Class B membership interests in OPC LLC held by Ormat Nevada for a purchase price of $24.9 million. In connection with the transaction Ormat Nevada, Morgan Stanley Geothermal LLC (“Morgan Stanley,” an existing holder of membership interests in OPC LLC), and JPMCC amended and restated the OPC LLC limited liability company agreement by executing a Second Amended and Restated LLC Agreement of OPC LLC (the “Amended OPC LLC Agreement”).
OPC LLC was initially established by Ormat Nevada to hold its Desert Peak 2, Steamboat Hills, Galena 2, and Galena 3 geothermal power plants (all located in Nevada) jointly with institutional equity investors. Following the closing under the Purchase Agreement, JPMCC will hold 300 of the 1,000 outstanding Class B membership interests of OPC LLC. Ormat Nevada will continue to hold all of the 1,000 outstanding Class A membership interests of OPC LLC it previously held, and Morgan Stanley will continue to hold the 700 outstanding Class B membership interests of OPC LLC it previously held. The Purchase Agreement contains certain covenants, representations and warranties and indemnities customary for agreements of this type.
Pursuant to the Amended OPC LLC Agreement, Ormat Nevada continues to operate and maintain the power plants and initially had the right to receive all of the distributable cash flow generated by the power plants until it recovered the capital that it invested in the power plants, while Morgan Stanley and JPMCC receive substantially all of the production tax credits and the taxable income or loss, and the distributable cash flow after Ormat Nevada has recovered its capital.
Once Morgan Stanley and JPMCC reach a target after-tax yield on their investment in OPC LLC (the “Flip Date”), Ormat Nevada will receive 95% of both distributable cash and taxable income, on a going forward basis. Following the Flip Date, Ormat Nevada also has the option to buy out the Class B members’ remaining interest in OPC LLC at the then-current fair market value or, if greater, the Class B members’ capital account balances in OPC LLC. Should Ormat Nevada exercise this purchase option, it would thereupon revert to being sole owner of the power plants.
The Amended OPC LLC Agreement provides that voting rights are based on a capital structure that is comprised of Class A and Class B membership units. Ormat Nevada holds 75% of the voting rights in OPC LLC, Morgan Stanley holds 17.5% of the voting rights in OPC LLC and JPMCC holds 7.5% of the voting rights in OPC LLC. Other than in respect of customary protective rights, all operational decisions in OPC LLC are decided by the vote of a majority of the membership units.
The Amended OPC LLC Agreement contains, among other things, rights and obligations of the members, transfer provisions and governance provisions that are customary for agreements of this type.

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On February 7, 2011, the Company issued a press release announcing that Ormat Nevada entered into the Purchase Agreement and the Amended OPC LLC Agreement. A copy of the Company’s press release issued in connection therewith is furnished as Exhibit 99.1 to this 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 the Company dated February 7, 2011.

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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: February 9, 2011

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EXHIBIT INDEX
         
Exhibit    
Number   Description of Exhibit
  99.1    
Press Release of the Company dated February 7, 2011.

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Exhibit 99.1
(ORMAT LOGO)
PRESS 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 Announces Refinancing of $24.9 million in Tax Equity Transaction for OPC Power Plants
RENO, Nevada, February 7, 2011 — Ormat Technologies, Inc. (NYSE: ORA) announced today that its subsidiary, Ormat Nevada Inc. (“Ormat Nevada”) has completed $24.9 million tax equity transaction with JPM Capital Corporation (“JPM”).
JPM acquired from Ormat Nevada 30% of the Class B membership interests in OPC LLC (“OPC”), a Delaware limited liability company. OPC was initially established by Ormat Nevada to hold its Desert Peak 2, Steamboat Hills, Galena 2, and Galena 3 geothermal power plants (all located in Nevada) jointly with Morgan Stanley Geothermal LLC, an affiliate of Morgan Stanley & Co. Incorporated, and Lehman-OPC LLC, as institutional equity investors. Ormat acquired all of Lehman’s Class B membership interests in OPC on October 30, 2009 for a purchase price of $18.5 million and recorded a pre-tax gain of $13.3 million. Ormat Nevada will not record any gain from the acquisition by JPM of its Class B membership interests in OPC.
Dita Bronicki, CEO of Ormat Technologies said: “We are happy about the opportunity to establish long lasting investment relations with sophisticated investors such as JPM in our projects, and appreciate the confidence JPM has in our technology and in our ability to operate geothermal assets in a sustainable manner”.
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 1,300 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, OREG 3 and OREG 4; 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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