Ormat Technologies, Inc. (NYSE:ORA) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
Entry into a Material Definitive |
|
Item8.01 |
Other Events |
Item 9.01. | Financial Statements and Exhibits. |
Exhibit Index
Exhibit 99.1 Press Release of the
Company dated November 23, 2016.
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01. |
Entry into a Material Definitive |
On November 22, 2016, Ormat Nevada Inc. (Ormat Nevada), a
wholly-owned subsidiary of Ormat Technologies, Inc. (the
Company), entered into an Agreement for Purchase of Membership
Interests (the Purchase Agreement) with Northleaf Geothermal
Holdings, LLC (Northleaf). Under the Purchase Agreement, Ormat
Nevada sold to Northleaf 36.75% of the membership interests in
ORNI 37 LLC (ORNI 37), a Delaware limited liability company
that is the owner of the Don A. Campbell 2 geothermal power
plant. Also under the Purchase Agreement, immediately upon
consummation of the sale and purchase thereunder, each of Ormat
Nevada and Northleaf contributed their respective membership
interests in ORNI 37 to ORPD LLC, a previously formed Delaware
limited liability company that is jointly owned by Ormat Nevada
(63.25%) and Northleaf (36.75%).
ORNI 37s Don A. Campbell 2 power plant in Nevada is an
approximately 20 MW geothermal power generating facility. Power
and ancillary attributes and services are sold to Southern
California Public Power Authority under a 20 year power
purchase agreement that commenced September 17, 2015. Ormat
Nevada will continue to provide operation and maintenance
services for the facility.
The purchase price paid by Northleaf and received by Ormat
Nevada upon closing of the sale of the ORNI 37 membership
interests under the Purchase Agreement was US$44,234,000.
The Purchase Agreement contains representations and warranties
by both parties, certain other agreements, and certain
indemnity obligations from the seller to the buyer, in each
case that are customary for agreements and transactions of
similar nature. In addition, the Purchase Agreement provides
that ORPD LLC is an express third-party beneficiary of the
Purchase Agreement, and can enforce the provisions thereof in
respect of the membership interests contributed by Ormat
Nevada, as well as Northleaf, to ORPD.
Under ORPDs limited liability company agreement (the ORPD LLC
Agreement), 100% of the cash that ORPD will receive from ORNI
37 and all other attributes of ownership will be distributed or
allocated, subject to reasonable reserves to be determined by
Ormat Nevada, according to the agreed allocations set forth in
the ORPD LLC Agreement.
The foregoing summary is not a complete description of all of
the parties rights and obligations under the Purchase Agreement
or the ORPD LLC Agreement and is qualified in its entirety by
reference to the Purchase Agreement, a copy of which will be
filed as an exhibit to the Companys next Annual Report on Form
10-K, and to the ORPD LLC Agreement, a copy of which was filed
by the Company in connection with its Annual Report on Form
10-K for the year ended December 31, 2015.
Item 8.01Other Events.
On November 23, 2016, the Company issued a press release
announcing the consummation of the sale and purchase under the
Purchase Agreement. A copy of the press release is furnished as
Exhibit 99 to this report on Form 8-K.
Item 9.01.Financial Statements and Exhibits.
(d) | Exhibits | |
Exhibit 99.1 |
Press Release of the Company dated November 23, 2016 |
About Ormat Technologies, Inc. (NYSE:ORA)
Ormat Technologies, Inc. is engaged in the geothermal and recovered energy power business. The Company designs, develops, builds, owns and operates geothermal and recovered energy-based power plants. The Company’s equipment manufacturing operations are located in Israel. The Company conducts its business activities in two business segments: Electricity segment and Product segment. The Company’s Electricity segment develops, builds, owns and operates geothermal and recovered energy-based power plants in the United States and geothermal power plants in other countries around the world, and sells the electricity it generates. The Company’s Product Segment designs, manufactures and sells equipment for geothermal and recovered energy-based electricity generation, remote power units and other power generating units, and provide services relating to the engineering, procurement, construction, operation and maintenance of geothermal, and recovered energy-based power plants. Ormat Technologies, Inc. (NYSE:ORA) Recent Trading Information
Ormat Technologies, Inc. (NYSE:ORA) closed its last trading session up +0.35 at 48.78 with 52,873 shares trading hands.