Inc. (NASDAQ:A) Files An 8-K Other Events
Item 8.01
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Other Events. |
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Item 9.01 |
Financial Statements and Exhibits. |
Exhibit Index
Exhibit 99.1Press Release of Ormat
Technologies, Inc. dated
December, 2016
INFORMATION TO BE INCLUDED IN THE REPORT
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Item .0 |
Entry into a Material Definitive |
On December 19, 2016, Ormat Technologies, Inc. (the Company)
announced that on December 16, 2016, the Companys wholly owned
subsidiary Ormat Nevada Inc. (Ormat Nevada) entered into an
equity contribution agreement (the Equity Contribution
Agreement) with OrLeaf LLC (OrLeaf) and JPM Capital Corporation
(JPM) with respect to Opal Geo LLC (Opal Geo). Also on December
16, 2016, OrLeaf, a newly formed limited liability company
formed by Ormat Nevada and ORPD LLC, entered into an amended
and restated limited liability company agreement of Opal Geo
(the LLC Agreement) with JPM. The transactions contemplated by
the Equity Contribution Agreement and LLC Agreement will allow
the Company to monetize federal production tax credits (PTCs)
and certain other tax benefits relating to the operation of
five geothermal power plants located in Nevada.
In connection with the transactions contemplated by the Equity
Contribution Agreement and the LLC Agreement, Ormat Nevada
transferred its indirect ownership interest in the McGinness
Hills (Phase I and Phase II), Tuscarora, Jersey Valley and Don
A. Campbell Phase 2 (DAC 2) geothermal power plants to Opal
Geo. Prior to such transfer, Ormat Nevada held an approximately
63.25% indirect ownership interest in DAC 2 through ORPD LLC, a
joint venture between Ormat Nevada and Northleaf Geothermal
Holdings LLC (Northleaf), an affiliate of Northleaf Capital
Partners, and held, directly or indirectly, a 100% ownership
interest in the remaining geothermal power plants that were
transferred to Opal Geo.
to the Equity Contribution Agreement, JPM contributed
approximately $62.1 million to Opal Geo in exchange for 100% of
the Class B Membership Interests of Opal Geo. JPM also agreed
to make deferred capital contributions to Opal Geo based on the
amount of electricity generated by the DAC 2 and McGinness
Hills Phase II power plants which are eligible for the federal
production tax credit. The Company expects the aggregate amount
of JPMs deferred capital contributions to equal approximately
$21 million and to be paid over time covering the period
through December 31, 2022.
Under the LLC Agreement, until December 31, 2022, OrLeaf will
receive distributions of 97.5% of any distributable cash
generated by operation of the power plants while JPM will
receive distributions of 2.5% of any distributable cash
generated by operation of the power plants. Unless JPM has
already achieved its target internal rate of return on its
investment in Opal Geo, from December 31, 2022 until JPM has
achieved its target internal rate of return, JPM will receive
100% of any distributable cash generated by operation of the
power plants. Thereafter, OrLeaf will receive distributions of
97.5%, and JPM will receive 2.5%, of any distributable cash
generated by operation of the power plants.
Under the LLC Agreement, all items of Opal Geo income and loss,
gain, deduction and credit (including the federal production
tax credits relating to the operation of the two PTC eligible
power plants) will be allocated, until JPM has achieved its
target internal rate of return on its investment in Opal Geo
(and for so long as the two PTC eligible power plants are
generating PTCs), 99% to JPM and 1% to OrLeaf, or 5% to JPM and
95% to OrLeaf if PTCs are no longer available to either of the
two PTC eligible power plants. Once JPM achieves its target
internal rate of return, all items of Opal Geo income and loss,
gain, deduction and credit will be allocated 5% to JPM and 95%
to OrLeaf.
Under the LLC Agreement, OrLeaf, which owns 100% of the Class
A Membership Interests in Opal Geo, will serve as the
managing member of Opal Geo and control the day-to-day
management of Opal Geo and its portfolio of five power
plants. However, in certain limited circumstances (such as
bankruptcy of Orleaf, fraud or gross negligence by OrLeaf)
JPM may remove OrLeaf as the managing member of Opal Geo.
JPM, as the Class B Member of Opal Geo, has consent and
approval rights with respect to certain items that are
designated as major decisions for Opal Geo and the five power
plants. In addition, by virtue of certain provisions in
OrLeafs own limited liability company agreement, and
consistent with the ORPD LLC formation documents, Northleaf
has similar consent and approval rights with respect to
OrLeafs determination of major decisions pertaining to the
DAC 2 power plant. In both cases, these major decisions are
generally equivalent to customary minority protection rights.
As a result, the Companys wholly owned subsidiary, Ormat
Nevada, which serves as the managing member of OrLeaf and as
the managing member of ORPD LLC, will effectively retain the
day-to-day control and management of Opal Geo and its
portfolio of five power plants.
The LLC Agreement contains certain customary restrictions on
transfer applicable to both OrLeaf and JPM with respect to
their respective Membership Interests in Opal Geo, and also
provides OrLeaf with a right of first offer in the event JPM
desires to transfer any of its Class B Membership Interests,
to which OrLeaf may purchase such Class B Membership
Interests. The LLC Agreement also provides OrLeaf with the
option to purchase all of the Class B Membership Interests on
either December 31, 2022 or the date that is 9 years after
the closing date under the Equity Contribution Agreement at a
price equal to the greater of (i) the fair market value of
the Class B Membership Interests as of the date of purchase
(subject to certain adjustments) and (ii) $3 million.
to the Equity Contribution Agreement, the Company has
provided a guaranty for the benefit of JPM of certain of
OrLeafs indemnification obligations to JPM under the LLC
Agreement. In addition, Ormat Nevada also provided a guaranty
for the benefit of JPM of all present and future payment and
performance obligations of OrLeaf under the LLC Agreement and
each ancillary document to which OrLeaf is a party.
Item 8.01 Other
Events.
On December 19, 2016, the Company issued a press release
announcing the transactions described herein. A copy of the
Companys press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1Press Release of Ormat Technologies, Inc. dated
December 19, 2016
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