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Note 12 - Subsequent Events
3 Months Ended
Mar. 31, 2017
Notes to Financial Statements  
Subsequent Events [Text Block]
NOTE
12
— SUBSEQUENT EVENTS
 
Cash dividend
 
On
May
8,
2017,
the Board declared, approved and authorized payment of a quarterly dividend of
$4.0
million
($0.08
per share) to all holders of the Company
’s issued and outstanding shares of common stock on
May
22,
2017,
payable on
May
31,
2017.
 
ORIX transaction
 
On
May
4,
2017,
we announced that ORIX Corporation ("ORIX") will acquire an approximately
22%
 ownership stake in the Company  by purchasing approximately
11
million shares of the Company's common stock from FIMI ENRG Limited Partnership, FIMI ENRG, L.P. (collectively, "FIMI"), Bronicki Investments, Ltd. ("Bronicki"), and senior members of management. The per share sale price to be paid by ORIX at closing (subject to satisfaction of customary conditions, including regulatory approvals) is
$57,
which was the prevailing market price at the time that ORIX, FIMI and Bronicki reached agreement on the commercial terms of their transaction. 
 
Under related agreements, ORIX will have the right to designate
three
persons to our board of directors, which will be expanded to
nine
directors, and also propose a
fourth
person to be mutually agreed by us and ORIX to serve as
a
new independent direct
or on our board.  In addition, for so long as ORIX is entitled to board representation, ORIX will be subject to certain customary standstill restrictions, including an effective
25%
cap on its voting rights.  ORIX will also have certain customary registration rights with respect to the shares of our common stock that it will own.
 
Under terms of a new Commercial Cooperation Agreement between us and ORIX, we will have exclusive rights to develop, own, operate and provide equipment for ORIX geothermal energy p
rojects in all markets outside of Japan.  In addition, we will have certain rights to serve as technical partner and co-invest in ORIX geothermal energy projects in Japan.  Also, ORIX will assist us in obtaining project financing for our geothermal energy projects from a variety of leading providers of renewable energy debt financing with which ORIX has relationships in Asia and around the world.
 
We entered into the agreements with ORIX following the unanimous recommendation of a Special Committee of our bo
ard of directors that was formed to evaluate and negotiate the shareholder arrangements proposed by ORIX, with independent legal advice from Davis Polk & Wardwell LLP, and following the unanimous approval by our board of directors.
 
We expect closing under
the various agreements described above to occur in the
third
quarter of
2017.