Form 8-K ORMAT TECHNOLOGIES, INC. For: Nov 29
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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: November 29, 2016
Ormat Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
001-32347
(Commission File Number)
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Delaware |
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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
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Item 1.01 |
Entry into a Material Definitive Agreement. |
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Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
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Item 9.01 |
Financial Statements and Exhibits. |
Signatures
Exhibit Index
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Exhibit 4.1 |
Note Purchase Agreement, dated as of November 29, 2016, by and among ORNI 47 LLC, MUFG Union Bank, N.A., Munich Reinsurance America, Inc. and Munich American Reassurance Company |
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Exhibit 99.1 |
Press Release of Ormat Technologies, Inc. dated November 30, 2016 |
INFORMATION TO BE INCLUDED IN THE REPORT
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Item 1.01 |
Entry into a Material Definitive Agreement. |
On November 29, 2016, ORNI 47 LLC (“ORNI 47”) entered into a note purchase agreement (the “Note Purchase Agreement”) with MUFG Union Bank, N.A., as collateral agent, Munich Reinsurance America, Inc. and Munich American Reassurance Company (the “Purchasers”) pursuant to which ORNI 47 issued and sold to the Purchasers $92.5 million aggregate principal amount of its 4.03% Senior Secured Notes due September 27, 2033 (the “Notes”) in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. ORNI 47, owner of the Don A. Campbell Phase I (“DAC 1”) geothermal power plant, is part of the ORPD LLC portfolio which is jointly owned by Ormat Nevada Inc., a direct wholly owned subsidiary of Ormat Technologies, Inc., and Northleaf Geothermal Holdings, LLC, an affiliate of Northleaf Capital Partners.
The net proceeds to ORNI 47 from the sale of the Notes, after deducting certain transaction expenses and the funding of a debt service reserve account, were approximately $87.6 million. ORNI 47 intends to use the proceeds from the sale of the Notes to refinance the development and construction costs of the DAC 1 geothermal power plant, which were originally financed using equity.
The Notes will mature on September 27, 2033 and bear interest at a fixed rate of 4.03% per annum. ORNI 47 will pay a scheduled amount of principal of the Notes beginning on December 27, 2016 and then quarterly, on the 27th day of each March, June, September and December, until the Notes mature. The Notes constitute senior secured obligations of ORNI 47 and are secured by all of the assets of ORNI 47.
Under the Note Purchase Agreement, ORNI 47 may prepay at any time all, or from time to time any part of, the Notes in an amount equal to at least $2 million or such lesser amount as may remain outstanding under the Notes at 100% of the principal amount to be prepaid plus the applicable make-whole amount determined for the prepayment date with respect to such principal amount.
Upon the occurrence of a Change of Control (as defined in the Note Purchase Agreement), ORNI 47 must make an offer to each holder of Notes to repurchase all of the holder’s Notes at 101% of the aggregate principal amount of Notes to be repurchased plus accrued and unpaid interest, if any, on the Notes to be repurchased to, but not including, the date of repurchase. Each holder of Notes may accept such offer in whole or in part.
In certain events, including certain asset sales outside the ordinary course of business, ORNI 47 must make mandatory prepayments of the Notes at 100% of the principal amount to be prepaid.
The Note Purchase Agreement requires ORNI 47 to comply with certain covenants, including, among others, restrictions on the incurrence of indebtedness or liens, amendment or modification of material project documents and the ability of ORNI 47 to merge or consolidate with another entity. The Note Purchase Agreement also contains customary events of default.
The above descriptions of certain terms and conditions of the Note Purchase Agreement are qualified by reference to the full text of the Note Purchase Agreement, a copy of which is filed herewith as Exhibit 4.1, and is incorporated by reference herein.
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.
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Exhibits |
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Exhibit 4.1 |
Note Purchase Agreement, dated as of November 29, 2016, by and among ORNI 47 LLC, MUFG Union Bank, N.A., Munich Reinsurance America, Inc. and Munich American Reassurance Company |
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Exhibit 99.1 |
Press Release of Ormat Technologies, Inc. dated November 30, 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: December 5, 2016
Exhibit 99.1
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Ormat Technologies Contact: |
Investor Relations Agency Contact: |
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Smadar Lavi |
Rob Fink/Brett Maas |
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Investor Relations |
Hayden - IR |
| 775-356-9029 (ext. 65726) | 646-415-8972/646-536-7331 |
| [email protected] | [email protected] / [email protected] |
Ormat Technologies Announces Closing of Private Placement of $92.5 Million Senior Secured Notes to Refinance the Don A. Campbell Phase I Geothermal Power Project
RENO, Nev. November 30, 2016 - Ormat Technologies, Inc. (NYSE: ORA) today announced that ORNI 47 LLC successfully issued and sold $92.5 million in aggregate principal amount of its 4.03% Senior Secured Notes due 2033. The Senior Secured Notes were issued in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended, and were purchased in total by MEAG, the asset manager of Munich Re. The Senior Secured Notes were assigned an investment grade rating of BBB- by Kroll Rating Agency.
ORNI 47 LLC issued the Senior Secured Notes to refinance the costs of development and construction of the Don A. Campbell Phase I (DAC 1) geothermal power plant, which Ormat initially financed using equity funding. The approximately 20 MW DAC 1 geothermal power plant is located in Nevada, and commenced operation in 2014. ORNI 47 LLC, which owns the plant, sells its electricity to Southern California Public Power Authority under a 20-year Power Purchase Agreement. ORNI 47 LLC and the DAC 1 plant form part of the ORPD LLC portfolio, which is jointly owned 63.25% by Ormat’s direct wholly-owned subsidiary Ormat Nevada Inc., and 36.75% by Northleaf Geothermal Holdings LLC, an affiliate of Northleaf Capital Partners. Ormat Nevada's share of the proceeds, net of transaction fees and funding of a debt service reserve account, are approximately $55.0 million.
"We are pleased to finalize this financing transaction for Don A. Campbell Phase I, enabling Ormat and Northleaf to benefit from favorable terms. This financing demonstrates Munich Re's confidence in geothermal projects operated by Ormat,” said Mr. Isaac Angel, Chief Executive Officer of the Company.
“With this investment we are continuing to diversify our portfolio with sustainable investments characterized by limited risks and attractive returns. In doing so we are making use of the entire group’s expertise”, says MEAG Managing Director Holger Kerzel.
CIBC World Markets Corp. acted as Private Placement Agent and Chadbourne & Parke LLP served as legal counsel.
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
About MEAG
MEAG stands for best practice asset management for Munich Re and ERGO. MEAG has representations in Europe, Asia and North America and also offers its extensive know-how to institutional investors and private clients from outside the Group. MEAG currently manages assets to the value of around € 268 billion.
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 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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