8-K

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): May 4, 2018 (April 30, 2018)

Ormat Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)

001-32347

(Commission File Number)

Delaware (State of Incorporation)	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

TABLE OF CONTENTS

Exhibit 99.1

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INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01      Entry into a Material Definitive Agreement.

On April 30, 2018, Geotérmica Platanares, S.A. de C.V. (“Platanares”), a Honduran sociedad anónima de capital variable and an indirect subsidiary of Ormat Technologies, Inc. (the “Company”), entered into a Finance Agreement (the “Finance Agreement”) with Overseas Private Investment Corporation (“OPIC”), an agency of the United States of America, pursuant to which OPIC will provide to Platanares senior secured debt financing in an aggregate principal amount of up to $124.7 million (the “OPIC Loan”), the proceeds of which will be used principally for the reimbursement of certain costs incurred by Platanares in connection with the development, engineering, procurement and construction of an approximately 35 MW geothermal power plant located in western Honduras (the “Project”).

The OPIC Loan may be funded to Platanares in up to three total disbursements of not less than $10 million and in multiples of $100,000 in excess thereof, with no more than one disbursement in any fiscal quarter. The OPIC Loan has a maturity date of September 20, 2032 and is to be repaid in approximately 58 equal quarterly principal installments on the 20th day of each March, June, September and December. Interest is payable on the OPIC Loan in arrears on each quarterly payment date at a rate to be determined by reference to the interest rate on the applicable certificates of participation to be issued to fund the OPIC Loan and an OPIC guaranty fee.

Disbursements of the OPIC Loan are subject to the satisfaction or waiver of certain conditions precedent, including, among others, delivery of a disbursement request by Platanares to OPIC, delivery of evidence that the Debt to Equity Ratio (as defined in the Finance Agreement) is no greater than 75:25, receipt by OPIC of a certificate of an independent engineer and receipt by OPIC of evidence that funds or assets with a value in excess of a minimum threshold are on deposit in a debt service reserve account.

Under the Finance Agreement, Platanares may, upon prior written notice to OPIC, make voluntary prepayments of the OPIC Loan, in whole or in part, in a minimum partial prepayment amount of $5,000,000, together with payment to OPIC of all accrued but unpaid interest on the principal amount of the OPIC Loan to be prepaid, plus a prepayment premium. The prepayment premium is equal to (i) 2% of the principal amount of the OPIC Loan to be prepaid for any voluntary prepayment in the first or second year following expiration of the Commitment Period (as defined in the Finance Agreement) and (ii) 1% of the principal amount of the OPIC Loan to be prepaid for any voluntary prepayment in the third year following expiration of the Commitment Period. There is no prepayment premium for any voluntary prepayment in the fourth year following expiration of the Commitment Period or thereafter. The OPIC Loan is also subject to customary mandatory prepayment upon the occurrence of certain events, including, among others, (i) receipt by Platanares of compensation or damages in excess of a certain threshold following a dispute that results in a material adverse change to the primary power purchase agreement for the Project, (ii) receipt by Platanares of a termination or indemnity payment from a third party (other than OPIC) or expropriation proceeds from a governmental authority upon the termination of any project documents or the condemnation, nationalization, seizure or expropriation of all or a substantial portion of the Project or property of Platanares by a governmental authority, respectively, and (iii) receipt by Platanares of sale proceeds in excess of a certain threshold from the disposition of all or any part of the property of Platanares, subject to certain exceptions.

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The OPIC Loan will be secured by a first priority lien on all of the assets and ordinary shares of Platanares.

The Finance Agreement contains customary representations, warranties and affirmative and negative covenants applicable to Platanares. Affirmative covenants include, among others, covenants to operate and maintain the Project in accordance with applicable legal requirements, the annual operating budget and good industry practice, to maintain insurance, to prepare and deliver financial statements, to prepare an annual operating budget for approval by OPIC, to maintain a projected and historic debt service coverage ratio of no less than 1.1 to 1 and to maintain on deposit in a debt service reserve account funds or assets with a value in excess of a minimum threshold. Negative covenants include, among others, covenants that restrict Platanares from creating certain liens and incurring certain indebtedness, making certain payments or other distributions to its equity holders, selling, leasing or disposing of its assets, subject to certain exceptions, or merging, and amending its organizational documents or certain material contracts relating to the Project.

The Finance Agreement also contains customary events of default, including, among others, failure to pay principal, interest or other amounts when due, non-payment or acceleration of other indebtedness of Platanares, the occurrence of a change of control of Platanares without the prior approval of OPIC, expropriation, judgments rendered against Platanares in excess of a certain threshold, failure to comply with covenants, a voluntary abandonment of the Project and the occurrence of certain bankruptcy events, subject to various exceptions and applicable notice, cure and grace periods.

A copy of the press release announcing the Finance Agreement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press Release of the Company dated May 3, 2018

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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 4, 2018

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of the Company dated May 3, 2018

EX-99.1

Exhibit 99.1

Ormat Technologies Contact: Smadar Lavi VP Corporate Finance and Head of Investor Relations 775-356-9029 (ext. 65726) slavi@ormat.com Investor Relations Agency Contact: Rob Fink Hayden - IR 646-415-8972 rob@haydenir.com

ORMAT TECHNOLOGIES SIGNS $125 million non-recourse finance Agreement with OPIC for the platanares geothermal power plant in honduras

RENO, Nev. May 3, 2018, Ormat Technologies Inc. (NYSE: ORA) today announced that its Platanares project subsidiary and the Overseas Private Investment Corporation (OPIC), United States government’s development finance institution, signed a Finance Agreement to provide a loan (on a non-recourse project finance basis) totaling up to $124.7 million for the 35 MW Platanares geothermal power plant in Honduras.

The OPIC Loan may be funded to Platanares in up to three total disbursements and will have a final maturity of approximately 14 years. The Company expects draw down the loan in two tranches - a first tranche of $114.7 million concurrently with closing, and a second tranche of $10 million within two quarters from closing. Closing and disbursements of the OPIC loan are subject to customary conditions for funding, which Ormat expects to satisfy by the end of the second quarter of 2018. Upon closing, the interest rate on the loan will be determined, and is expected to be between 6.75% and 7.25% based on the current estimates for U.S. Treasury and for the additional spread on OPIC certificates of participation.

“Ormat is proud of its long standing relationship with OPIC, a relationship that commenced with OPIC's $310 million financing for Ormat’s geothermal complex in Kenya more than five years ago. We appreciate OPIC’s confidence in our technology, operational skills and our focus on bringing reliable, cost effective renewable geothermal power in emerging markets,” commented Isaac Angel, CEO of Ormat Technologies. “This financing supports OPIC's mission and will create a sustainable energy solution for the people of Honduras while advancing economic and social development in the region. Ormat is proud to be the developer and the operator of this first privately owned geothermal independent power producer in Honduras, as it was in Kenya and Guatemala before.”

“This project is transformative for many reasons, principally for the reliable energy it will supply to the people of Honduras," said OPIC President and Chief Executive Officer Ray W. Washburne. "OPIC is proud to support Ormat’s facility which will advance Honduras' economic prosperity and stability through sustainable energy investment.” 

ORMAT TECHNOLOGIES, INC.  6225 Neil Road Reno, Nevada  •  +1-775-356-9029  •  ormat@ormat.com ormat.com

About OPIC

OPIC is the U.S. Government’s development finance institution. It mobilizes private capital to help address critical development challenges and in doing so, advances U.S. foreign policy and national security priorities. Because OPIC works with the U.S. private sector, it helps U.S. businesses gain footholds in emerging markets, catalyzing revenues, jobs and growth opportunities both at home and abroad. OPIC achieves its mission by providing investors with financing, political risk insurance, and support for private equity investment funds, when commercial funding cannot be obtained elsewhere. Established as an agency of the U.S. Government in 1971, OPIC operates on a self-sustaining basis at no net cost to American taxpayers.

All OPIC projects adhere to high environmental and social standards and respect human rights, including worker's rights. By mandating high standards, OPIC aims to raise the industry and regional standards of the countries where it funds projects. OPIC services are available for new and expanding business enterprises in more than 160 countries worldwide

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 77 U.S. patents, Ormat’s power solutions have been refined and perfected under the most grueling environmental conditions. Ormat has 530 employees in the United States and 770 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 2,500 MW of gross capacity. Ormat’s current 833 MW generating portfolio is spread globally in the U.S., Guatemala, Guadeloupe, Honduras, Indonesia and Kenya. In March 2017, Ormat expanded its operations to provide energy storage and energy management solutions, by leveraging its core capabilities and global presence as well as through its Viridity Energy Solutions Inc. subsidiary, a Philadelphia-based Company with nearly a decade of expertise and leadership in energy storage, demand response and energy management.

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 Form 10-K filed with the SEC on March 16, 2018.

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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