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: April 30, 2015

 

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 1.01

Entry into a Material Definitive Agreement

 

Item 8.01

Other Events

 

Item 9.01

Financial Statements and Exhibits

 

Signatures

 

Exhibit Index

 

 

Ex-99

Press release of Ormat Technologies , Inc. dated April 30, 2015

 

 
2 
 

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

Item 1.01

Entry into a Material Definitive Agreement

 

On April 30, 2015, Ormat Nevada Inc. (“Ormat Nevada”), a wholly-owned subsidiary of Ormat Technologies, Inc. (the “Company”), entered into an Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of ORPD LLC, a holding company subsidiary of Ormat Nevada that owns certain geothermal and recovered energy generation power plants (“ORPD”), with Northleaf Geothermal Holdings, LLC (“Northleaf”), in connection with the financial closing of Northleaf’s previously announced equity investment in ORPD, described in the Company’s Current Report on Form 8-K filed on February 5, 2015 and incorporated by reference herein. Pursuant to the LLC Agreement, Northleaf has been admitted as a member of ORPD, owning 100% of the Class B Membership Interests, which represent 36.75% of the aggregate membership interests in ORPD.

 

The foregoing summary is not a complete description of all of the parties’ rights and obligations under the LLC Agreement and is qualified in its entirety by reference to the LLC Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.

 

Item 8.01

Other Events.

 

On April 30, 2015, the Company issued a press release announcing the closing of Northleaf’s equity investment in ORPD. A copy of the press release is furnished as Exhibit 99 to this report on Form 8-K and is incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

 

99

Press release of Ormat Technologies, Inc. dated April 30, 2015

 

 
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/ Isaac Angel

 
    Name: Isaac Angel  
    Title:   Chief Executive Officer  

 

 

 

 

  Date: May 6, 2015

 

 
4 
 

 

EXHIBIT INDEX

 

 

Exhibit Number

Description

 
     
     

99

Press release of Ormat Technologies, Inc. dated April 30, 2015

 

 

 

5

Exhibit 99

 

 

 

PRESS RELEASE  

 

Ormat Technologies Contact:

 Investor Relations Agency Contact:

Smadar Lavi

 Miri Segal/Brett Maas

Investor Relations

 MS/Hayden - IR

775-356-9029

 917-607-8654/646-536-7331

slavi@ormat.com

  msegal@ms-ir.com / brett@haydenir.com

 

 

 

Ormat Technologies announces closing of its equity transaction with Northleaf for the sale and purchase of an equity interest in a portfolio with an aggregate value of $442 million

 

Ormat receives $162.3 million for 36.75% equity interest in a 106 MW portfolio

 

RENO, Nevada, April 30, 2015 -- Ormat Technologies, Inc. (NYSE: ORA) announced today that its wholly-owned subsidiary Ormat Nevada Inc. (Ormat) fulfilled all conditions precedent and achieved financial closing under the previously announced equity transaction with Northleaf Capital Partners.

 

Pursuant to the purchase agreement, which the parties executed on February 5, 2015, Northleaf acquired a 36.75% equity interest in a newly established Ormat holding company subsidiary for a purchase price of $162.3 million. The joint venture includes Ormat's Puna geothermal power plant in Hawaii, the Don A. Campbell geothermal power plant in Nevada, and nine power plant units across three recovered energy generation assets known as OREG 1, OREG 2, and OREG 3.  

 

The purchase price implies an aggregate transaction value of approximately $442 million. The actual purchase price and the percentage interest acquired by Northleaf were adjusted based on the Canadian Dollar / US Dollar exchange rate and was affected by the devaluation of the Canadian Dollar.

 

 

Northleaf is a leading independent global private equity and infrastructure manager, with offices in Toronto, Canada, London, UK and Menlo Park, USA and more than $6 billion in commitments under management. Northleaf’s infrastructure program is focused on long-term investments in core assets in OECD member countries.

 

“We are pleased to accomplish the transaction closing with our new proven and strong capital partner,” said Isaac Angel, Ormat's CEO “This transaction will strengthen our balance sheet and will enable us to leverage our financial capabilities to support future strategic opportunities. We are looking forward to the next milestone with Northleaf, adding Don A. Campbell phase 2 to the JV when it reaches final completion”

 

 
1 
 

 

About Ormat Technologies

 

With five decades of experience, Ormat Technologies, Inc. is a leading geothermal company and the only vertically integrated company currently 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 69 U.S. patents, Ormat’s power solutions have been refined and perfected under the most grueling environmental conditions. Ormat has 470 employees in the United States and over 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 installed to utilities and developers worldwide, totaling over 1,900 MW of gross capacity. Ormat’s current 647 MW generating portfolio 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.

 

 

####

 

 

2