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)
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| Delaware
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001-32347
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No. 88-0326081 |
(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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| 6225 Neil Road, Reno, Nevada
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89511-1136 |
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(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)) |
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
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Exhibit 99.1
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Press Release of the Company dated February 7, 2011. |
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