Form 8-K ORMAT TECHNOLOGIES, INC. For: Nov 22
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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): November 22, 2016
Ormat Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware Incorporation) |
001-32347 |
No. 88-0326081 |
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6225 Neil Road, Reno, Nevada |
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89511-1136 |
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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. |
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Item 8.01 |
Other Events |
| Item 9.01. | Financial Statements and Exhibits. |
Signatures
Exhibit Index
Exhibit 99.1 Press Release of the Company dated November 23, 2016.
INFORMATION TO BE INCLUDED IN THE REPORT
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Item 1.01. |
Entry into a Material Definitive Agreement. |
On November 22, 2016, Ormat Nevada Inc. (“Ormat Nevada”), a wholly-owned subsidiary of Ormat Technologies, Inc. (the “Company”), entered into an Agreement for Purchase of Membership Interests (the “Purchase Agreement”) with Northleaf Geothermal Holdings, LLC (“Northleaf”). Under the Purchase Agreement, Ormat Nevada sold to Northleaf 36.75% of the membership interests in ORNI 37 LLC (“ORNI 37”), a Delaware limited liability company that is the owner of the Don A. Campbell 2 geothermal power plant. Also under the Purchase Agreement, immediately upon consummation of the sale and purchase thereunder, each of Ormat Nevada and Northleaf contributed their respective membership interests in ORNI 37 to ORPD LLC, a previously formed Delaware limited liability company that is jointly owned by Ormat Nevada (63.25%) and Northleaf (36.75%).
ORNI 37’s Don A. Campbell 2 power plant in Nevada is an approximately 20 MW geothermal power generating facility. Power and ancillary attributes and services are sold to Southern California Public Power Authority under a 20 year power purchase agreement that commenced September 17, 2015. Ormat Nevada will continue to provide operation and maintenance services for the facility.
The purchase price paid by Northleaf and received by Ormat Nevada upon closing of the sale of the ORNI 37 membership interests under the Purchase Agreement was US$44,234,000.
The Purchase Agreement contains representations and warranties by both parties, certain other agreements, and certain indemnity obligations from the seller to the buyer, in each case that are customary for agreements and transactions of similar nature. In addition, the Purchase Agreement provides that ORPD LLC is an express third-party beneficiary of the Purchase Agreement, and can enforce the provisions thereof in respect of the membership interests contributed by Ormat Nevada, as well as Northleaf, to ORPD.
Under ORPD’s limited liability company agreement (the “ORPD LLC Agreement”), 100% of the cash that ORPD will receive from ORNI 37 and all other attributes of ownership will be distributed or allocated, subject to reasonable reserves to be determined by Ormat Nevada, according to the agreed allocations set forth in the ORPD LLC Agreement.
The foregoing summary is not a complete description of all of the parties’ rights and obligations under the Purchase Agreement or the ORPD LLC Agreement and is qualified in its entirety by reference to the Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s next Annual Report on Form 10-K, and to the ORPD LLC Agreement, a copy of which was filed by the Company in connection with its Annual Report on Form 10-K for the year ended December 31, 2015.
Item 8.01 Other Events.
On November 23, 2016, the Company issued a press release announcing the consummation of the sale and purchase under the Purchase Agreement. A copy of the press release is furnished as Exhibit 99 to this report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | |
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Exhibit 99.1 |
Press Release of the Company dated November 23, 2016 |
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.
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Ormat Technologies, Inc. |
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By: |
/s/ Isaac Angel |
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Name: Isaac Angel |
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Title: Chief Executive Officer |
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Date: November 28, 2016
EXHIBIT INDEX
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Exhibit Number |
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99.1 |
Press Release of the Company dated November 23, 2016. |
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Exhibit 99.1
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Ormat Technologies Contact: Smadar Lavi Investor Relations 775-356-9029 (ext. 65726) |
Investor Relations Agency Contact: Hayden - IR 646-415-8972/646-536-7331 |
Ormat Technologies Announces Closing of a Follow-On Sale of 36.75% Equity Interest in the Second Phase of the Don A. Campbell Geothermal Power Plant to Northleaf for $44.2 million
RENO, Nev. November 23, 2016 - Ormat Technologies, Inc. (NYSE: ORA) today announced that its wholly-owned subsidiary, Ormat Nevada Inc. (Ormat), closed a follow-on equity transaction with Northleaf Capital Partners (Northleaf).
Northleaf purchased a 36.75% equity interest in the second phase of the Don A. Campbell power plant for a purchase price of $44.2 million. The 20.5 MW second phase of the Don A. Campbell geothermal power plant commenced operation in September 2015 and sells its electricity to Southern California Public Power Authority under a 20-year Power Purchase Agreement. Following the closing, the power plant was contributed to the existing ORPD joint venture, as agreed upon under the terms of ORPD's limited liability company agreement executed by Ormat and Northleaf on April 30, 2015. The purchase price of $44.2 million implies a total transaction value of approximately $120 million and represents approximately 11.5x multiple on the second phase of Don A. Campbell’s 2016 estimated EBITDA and adjusted EBITDA.
“The successful monetization of the second phase of Don A. Campbell power plant validates the excellent relationship we have established with Northleaf, and demonstrates that Northleaf continues to see value in acquiring equity interests in our plants,” commented Isaac Angel, Chief Executive Officer, Ormat. “The performance of ORPD's existing portfolio, as well as the new addition of Don A. Campbell 2, are in line with the parties' expectations, and we expect to achieve additional milestones that will benefit both Ormat and Northleaf. The proceeds from this transaction will further strengthen our balance sheet and support our expansion plans and future strategic opportunities.”
“We are delighted to have successfully completed our planned acquisition of Don A. Campbell 2, broadening our existing ORPD joint venture alongside our partner Ormat, a world leader in geothermal development and operations,” said Olivier Laganière, Vice President, Northleaf. “This transaction is an example of Northleaf’s strategy of investing in proven, conservatively-positioned contracted assets in OECD jurisdictions alongside like-minded operating partners, thereby providing our investors with the potential for long-term, stable returns.”
About Ormat Technologies
With over five decades of experience, Ormat Technologies, Inc. is a leading geothermal company and the only vertically integrated company 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 72 U.S. patents, Ormat’s power solutions have been refined and perfected under the most grueling environmental conditions. Ormat has 450 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 2,000 MW of gross capacity. Ormat’s current 710 MW generating portfolio is spread globally in the U.S., Guatemala, Guadeloupe, and Kenya.
About Northleaf Capital Partners
Northleaf Capital Partners is a leading independent global private equity, infrastructure and private credit manager, with $9 billion in commitments under management on behalf of public, corporate and multi-employer pension plans, university endowments, foundations, financial institutions and family offices. Northleaf’s global infrastructure program pursues direct investments in mature, conservatively-positioned infrastructure assets in developed markets.
Northleaf’s 85-person team, located in Toronto, London, Chicago, and Menlo Park, is focused exclusively on sourcing, evaluating and managing private markets investments globally. Northleaf currently manages six global private equity funds, a specialist private equity secondary fund, two infrastructure funds, a private credit fund and a series of customized investment mandates tailored to meet the specific needs of institutional investors and family offices. For more information on Northleaf, please visit www.northleafcapital.com.
For further information, please contact:
Jeff Pentland
Managing Director
+1 416 477 6165
Olivier Laganière
Vice President
+1 416 477 6713
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 and include, specifically, the statements related to 2016 estimated EBITDA and adjusted EBITDA for the second phase of Don A Campbell. 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 26, 2016.
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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