false
0001296445
0001296445
2024-07-15
2024-07-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): July
15, 2024
ORMAT TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
|
001-32347 |
|
No.
88-0326081 |
(State or Other Jurisdiction
of
Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
6140 Plumas Street Reno,
Nevada |
|
89519-6075 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(775) 356-9029
(Registrant’s telephone number, including
area code)
N/A
(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 pnrovisions:
☐ |
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)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.001 par value |
|
ORA |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 1.01 Entry into a Material Definitive Agreement
Additional 2.50% Senior Convertible Notes due
2027
On July 15, 2024, Ormat Technologies, Inc. (the
“Company”) issued an additional $45,187,000 aggregate principal amount of its 2.50% Convertible Senior Notes due 2027 (the
“Additional Notes”). The Additional Notes were issued as additional notes pursuant to the indenture, dated June 27, 2022 (the
“Indenture”), as supplemented by the first supplemental indenture, dated July 15, 2024 (the “First Supplemental Indenture”),
between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Company intends to
use the net proceeds from the issuance of the Additional Notes to refinance existing debt.
The Additional Notes constitute a further issuance
of, and form a single series with, the $431.25 million aggregate principal amount of the Company’s outstanding 2.50% Convertible
Senior Notes due 2027 originally issued in June 2022 (the “Existing Convertible Notes” and together with the Additional Notes,
the “Notes”). The Additional Notes will have substantially identical terms to the Existing Convertible Notes, except that
the Additional Notes have a different issuance date and will initially trade under a different restricted CUSIP number than the Existing
Convertible Notes until such time as the Additional Notes are no longer required to bear restrictive legends under the Indenture and have
an unrestricted CUSIP.
The Notes bear interest at a rate of 2.50% per
year, payable on January 15 and July 15 of each year. The Notes will mature on July 15, 2027, unless earlier redeemed, converted or repurchased.
The Notes are convertible into cash up to the
aggregate principal amount of the Notes to be converted and cash, shares of the Company’s common stock (“Common Stock”)
or a combination of cash and shares of Common Stock, at the Company’s election, in respect of the remainder, if any, of the Company’s
conversion obligation in excess of the aggregate principal amount of the Notes being converted, at an initial conversion rate of 11.0776
shares of Common Stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $90.27 per share
of Common Stock). The conversion rate, and thus the conversion price, may be adjusted under certain circumstances, including in connection
with conversions made following a fundamental change or a redemption notice and under other circumstances, in each case as set forth in
the Indenture.
Prior to 5:00 p.m., New York City time, on the
business day immediately preceding January 15, 2027, the Notes will be convertible only under the following circumstances: (1) during
any calendar quarter commencing after the calendar quarter ending on September 30, 2022 (and only during such calendar quarter), if the
last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive
trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to
130% of the conversion price on each applicable trading day; (2) during the five consecutive business day period immediately after any
five consecutive trading day period (the “measurement period”) in which the “trading price” per $1,000 principal
amount of Notes, as determined following a request by a holder or holders of Notes in accordance with the procedures described in the
Indenture, for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Common
Stock and the conversion rate on each such trading day; (3) if the Company calls any or all of the Notes for redemption, at any time prior
to the close of business on the second scheduled trading day prior to the redemption date (as defined in the Indenture), but only with
respect to the Notes called (or deemed called as set forth in the Indenture) for redemption; or (4) upon the occurrence of specified corporate
events as described in the Indenture. On or after January 15, 2027 until the close of business on the second scheduled trading day immediately
preceding the maturity date, holders may convert all or any portion of their Notes at the conversion rate at any time irrespective of
the foregoing conditions.
The Company may not redeem the Notes prior to
July 21, 2025. The Company may redeem for cash all or any portion of the Notes, at the Company’s option, on or after July 21, 2025
and on or before the 41st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Common
Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any
30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately
preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the
Notes to be redeemed, plus any accrued and unpaid interest to, but excluding the redemption date. No sinking fund is provided for
the Notes.
If a fundamental change (as defined in the Indenture)
occurs (other than an exempted fundamental change, as defined in the Indenture), holders may require the Company to repurchase for cash
all or any portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus
any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The Notes are the Company’s senior unsecured
obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of
payment to the Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively
junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness;
and structurally junior to all indebtedness and other liabilities (including trade payables but excluding intercompany obligations and
liabilities of a type not required to be reflected on a balance sheet of such subsidiaries in accordance with GAAP) of the Company’s
subsidiaries.
The events of default, which may result in the
acceleration of the maturity of the Notes, include, among other things, (i) failure to pay the principal amount of the Notes when due
at maturity, upon an optional redemption, upon any required repurchase following a fundamental change or upon declaration of acceleration
of the Notes or otherwise, (ii) failure to pay interest on the Notes when due and the continuance of such default for a period of 30 days,
(iii) failure by the Company to comply with its other obligations under the Notes or the Indenture for a period of 60 days after written
notice from the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding, (iv) failure to pay
when due any indebtedness for borrowed money of the Company or any of the Company’s “significant subsidiaries” (as defined
in Article 1, Rule 1-02(w) of Regulation S-X) in excess of $100 million and (v) certain events of bankruptcy, insolvency or reorganization
involving the Company or any significant subsidiary.
If an event of default involving bankruptcy, insolvency
or reorganization occurs and is continuing with respect to the Company, 100% of the principal amount of the Notes then outstanding and
accrued and unpaid interest, if any, on the outstanding Notes will be automatically due and payable. If any other event of default occurs
and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes, by written
notice to the Company, may declare 100% of the principal amount of the Notes then outstanding and accrued and unpaid interest, if any,
on the outstanding Notes to be due and payable.
The description of the Indenture, the First Supplemental
Indenture and the Notes is qualified in its entirety by reference to the text of the Indenture, and the related form of Note, which are
attached as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibit No. |
|
Description |
4.1 |
|
Indenture, dated June 27, 2022, between Ormat Technologies, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2022). |
4.2 |
|
First Supplemental Indenture, dated July 15, 2024, between Ormat Technologies, Inc. and U.S. Bank Trust Company, National Association, as trustee |
4.3 |
|
Form of additional 2.50% Senior Convertible Note due 2027. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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. |
|
|
|
Dated: July 18, 2024 |
By: |
/s/ Assaf Ginzburg |
|
Name: |
Assaf Ginzburg |
|
Title: |
Chief Financial Officer |
3
Exhibit 4.2
Execution Version
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE
(this “Supplemental Indenture”), dated as of July 15, 2024, between ORMAT TECHNOLOGIES, INC., a Delaware corporation,
as issuer (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Issuer and the
Trustee are party to an indenture dated as of June 27, 2022 (the “Indenture”) relating to the Issuer’s 2.50%
Convertible Senior Notes due 2027;
WHEREAS, pursuant to the Indenture,
the Issuer initially issued $431,250,000 aggregate principal amount of its 2.50% Convertible Senior Notes due 2027 (the “Initial
Notes”);
WHEREAS, the Issuer wishes
to issue an additional $45,187,000 aggregate principal amount of its 2.50% Convertible Senior Notes due 2027 as additional Notes (the
“Additional Notes”), as permitted by Section 2.10 of the Indenture;
WHEREAS, Section 10.01(k)
of the Indenture provides that, without the consent of any Holder of Notes, the Indenture may be amended or supplemented by the Issuer
and the Trustee to provide for or confirm the issuance of additional Notes pursuant to the Indenture; and
WHEREAS, the Issuer desires
and has requested the Trustee to enter into this Supplemental Indenture to evidence the issuance of the Additional Notes.
NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer and the Trustee
mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:
1. Capitalized
Terms. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture. The words “herein,”
“hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer
to this Supplemental Indenture as a whole and not to any particular Section hereof.
2. Amount
of Additional Notes. The aggregate principal amount of Additional Notes to be authenticated and delivered pursuant to this Supplemental
Indenture on the date hereof is $45,187,000.
3. Terms
of Additional Notes. The Initial Notes and the New Notes shall be treated as a single series for all purposes under the Indenture,
except as set forth in this Section 3. The Additional Notes issued pursuant to this Supplemental Indenture constitute additional Notes
issued pursuant to Section 2.10 of the Indenture and shall:
| (a) | have identical terms and conditions to the Initial Notes (including the
date from which interest accrues), except that the Additional Notes shall (i) be issued on July 15, 2024 at an offering price of 99.252%
of the principal amount thereof, plus accrued interest from and including July 15, 2024, (ii) be issued as Restricted Securities and shall
bear the legend regarding transfer restrictions set forth in Section 2.05(c) of the Indenture and (iii) initially bear the CUSIP Number
of 686688 AC6 and ISIN of US686688AC68 until exchanged in accordance with Section 2.05 of the Indenture; and |
| (b) | be issuable in whole in the form of one or more Global Notes to be held by the Depository that are substantially
in the form, including appropriate transfer restriction legends, provided in Exhibit A to the Indenture. |
4. Ratification
of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall
be bound hereby.
5. The
Trustee Makes No Representations. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture
or in respect of the statements or recitals contained herein, all of which recitals are made solely by the Issuer.
6. Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF).
7. Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original (which may be delivered
in original form or facsimile or an electronic file thereof), but all of them together represent the same agreement. The exchange of copies
of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery
of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes.
Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The
words “execution,” “signed,” “signature,” “endorse” and words of similar import in this
Supplemental Indenture shall be deemed to include electronic or digital signatures or the keeping of records in electronic form, each
of which shall be of the same effect, validity, and enforceability as manually executed signatures or a paper-based recordkeeping system,
as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National
Commerce Act of 2000 (15 U.S.C. §§ 7001-7006), the Electronic Signatures and Records Act of 1999 (N.Y. State Tech. §§
301-309), or any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein
to the contrary, the Trustee is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly
agreed to by the Trustee pursuant to procedures approved by such Trustee. All notices, approvals, consents, requests and any communications
hereunder must be in writing (provided that any communication sent to the Trustee hereunder must be in the form of a document that is
signed manually or by way of a digital signature provided by DocuSign (or such other digital signature provider as specified in writing
to the Trustee by the authorized representative), in English). The Issuer agrees to assume all risks arising out of the use of using digital
signatures and electronic methods to submit communications to the Trustee, including without limitation the risk of the Trustee acting
on unauthorized instructions, and the risk of interception and misuse by third parties.
8. Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties have caused this
Supplemental Indenture to be duly executed as of the date first written above.
|
ORMAT TECHNOLOGIES, INC. |
|
|
|
By: |
/s/ Assi Ginzburg |
|
Name: |
Assi Ginzburg |
|
Title: |
Chief Financial Officer |
[Signature Page to Supplemental Indenture]
|
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee |
|
|
|
By: |
/s/ Laurel Casasanta |
|
Name: |
Laurel Casasanta |
|
Title: |
Vice President |
[Signature Page to Supplemental Indenture]
Exhibit 4.3
UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS SECURITY AND THE COMMON
STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:
(1) REPRESENTS THAT
IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND
(2) AGREES FOR THE
BENEFIT OF ORMAT TECHNOLOGIES, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY
AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY, OR ANY BENEFICIAL INTEREST HEREIN OR THEREIN PRIOR TO THE DATE
THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER
THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:
(A) TO THE COMPANY
OR ANY SUBSIDIARY THEREOF, OR
(B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR
(C) TO A PERSON REASONABLY
BELIEVED TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT THAT IS PURCHASING FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, OR
(D) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.
PRIOR TO THE REGISTRATION
OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH
LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER FOR THE COMPANY TO DETERMINE THAT THE PROPOSED
TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE
AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
NO AFFILIATE (AS DEFINED IN
RULE 144 UNDER THE SECURITIES ACT) OF ORMAT TECHNOLOGIES, INC. OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE
SECURITIES ACT) OF ORMAT TECHNOLOGIES, INC. DURING THE IMMEDIATELY PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR HOLD THIS
SECURITY OR A BENEFICIAL INTEREST HEREIN.
ORMAT TECHNOLOGIES, INC.
2.50% Convertible Senior Note due 2027
CUSIP No. 686688 AC6
Ormat Technologies, Inc.,
a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company,” which term
includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises
to pay to CEDE & CO., or registered assigns, the principal sum as set forth in the “Schedule of Exchanges of Notes” attached
hereto, which amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture,
exceed $476,437,000 in aggregate at any time, in accordance with the rules and procedures of the Depositary, on July 15, 2027, and interest
thereon as set forth below.
This Note shall bear interest
at the rate of 2.50% per year from July 15, 2024, or from the most recent date to which interest had been paid or provided for to, but
excluding, the next scheduled Interest Payment Date until July 15, 2027. Interest is payable semi-annually in arrears on each January
15 and July 15, commencing on January 15, 2025, to Holders of record at the close of business on the preceding January 1 and July 1 (whether
or not such day is a Business Day), respectively. Additional Interest will be payable as set forth in Section 4.06(d), Section 4.06(e)
and Section 6.03 of the within-mentioned Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed
to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of such Section 4.06(d),
Section 4.06(e) or Section 6.03, and any express mention of the payment of Additional Interest in any provision therein shall not be construed
as excluding Additional Interest in those provisions thereof where such express mention is not made.
Any Defaulted Amounts shall
accrue interest per annum at the rate borne by the Notes, subject to the enforceability thereof under applicable law, from, and including,
the relevant payment date to, but excluding, the date on which such Defaulted Amounts shall have been paid by the Company, at its election,
in accordance with Section 2.03(c) of the Indenture.
The Company shall pay the
principal of and interest on this Note, if and so long as such Note is a Global Note, by wire transfer in immediately available funds
to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject to the provisions
of the Indenture, the Company shall pay the principal of any Notes (other than Notes that are Global Notes) at the office or agency designated
by the Company for that purpose.
The Company has initially
designated the Trustee as its Paying Agent and Note Registrar in respect of the Notes and its agency in the contiguous United States of
America, as a place where Notes may be presented for payment or for registration of transfer or for exchange and conversion.
Reference is made to the further
provisions of this Note set forth on the reverse hereof, including, without limitation, provisions giving the Holder of this Note the
right to convert this Note into cash and shares of Common Stock, if any, on the terms and subject to the limitations set forth in the
Indenture. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.
This Note, and any claim,
controversy or dispute arising under or related to this Note, shall be construed in accordance with and governed by the laws of the State
of New York (without regard to the conflicts of laws provisions thereof).
In the case of any conflict
between this Note and the Indenture, the provisions of the Indenture shall control and govern.
This Note shall not be valid
or become obligatory for any purpose until the certificate of authentication hereon shall have been signed manually by the Trustee or
a duly authorized authenticating agent under the Indenture.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Company has caused
this Note to be duly executed.
|
ORMAT TECHNOLOGIES, INC. |
|
|
|
By: |
|
|
|
Name: |
Assi Ginzburg |
|
|
Title: |
Chief Financial Officer |
[Signature Page to Global Note]
Dated:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee, certifies that this is one of the Notes described
in the within-named Indenture.
[Signature Page to Global Note]
[REVERSE OF NOTE]
ORMAT TECHNOLOGIES, INC.
2.50% Convertible Senior Note due 2027
This Note is one of a duly
authorized issue of Notes of the Company, designated as its 2.50% Convertible Senior Notes due 2027 (the “Notes”),
limited to the aggregate principal amount of $476,437,000 all issued or to be issued under and pursuant to an Indenture, dated as of June
27, 2022 (the “Indenture”), as supplemented by that Frist Supplemental Indenture, dated as of July 15, 2024, between
the Company and U.S. Bank Trust Company, National Association (the “Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal
amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall
have the respective meanings set forth in the Indenture.
In case certain Events of
Default shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee or
Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due and payable,
in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture.
Subject to the terms and conditions
of the Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change Repurchase Price on the Fundamental
Change Repurchase Date, the Redemption Price on any Redemption Date and the principal amount on the Maturity Date, as the case may be,
to the Holder who surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts
in money of the United States that at the time of payment is legal tender for payment of public and private debts.
The Indenture contains provisions
permitting the Company and the Trustee in certain circumstances, without the consent of the Holders of the Notes, and in certain other
circumstances, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding,
evidenced as in the Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Notes as described
therein. It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate principal amount
of the Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under
the Indenture and its consequences.
Each Holder shall have the
right to receive payment or delivery, as the case may be, of (x) the principal (including the Redemption Price and the Fundamental Change
Repurchase Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon conversion of, this
Note at the place, at the respective times, at the rate and in the lawful money or shares of Common Stock, as the case may be, herein
prescribed.
The Notes are issuable in
registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. At the office or agency of
the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged
for a like aggregate principal amount of Notes of other authorized denominations, without payment of any service charge but, if required
by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax that may be imposed in connection therewith
as a result of the name of the Holder of the new Notes issued upon such exchange of Notes being different from the name of the Holder
of the old Notes surrendered for such exchange.
The Notes shall be redeemable
at the Company’s option on or after July 21, 2025 in accordance with the terms and subject to the conditions specified in the Indenture.
The Redemption Date must be a Business Day and the Company shall not specify a Redemption Date that falls on or after the 41st Scheduled
Trading Day immediately preceding the Maturity Date No sinking fund is provided for the Notes.
Upon the occurrence of a Fundamental
Change (other than an Exempted Fundamental Change), the Holder has the right, at such Holder’s option, to require the Company to
repurchase for cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples thereof)
on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price.
Subject to the provisions
of the Indenture, the Holder hereof has the right, at its option, during certain periods and upon the occurrence of certain conditions
specified in the Indenture, prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date,
to convert any Notes or portion thereof that is $1,000 or an integral multiple thereof, into cash and shares of Common Stock, if any,
at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture.
ABBREVIATIONS
The following abbreviations,
when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM = as tenants in common
UNIF GIFT MIN ACT = Uniform Gifts to Minors Act
CUST = Custodian
TEN ENT = as tenants by the entireties
JT TEN = joint tenants with right of survivorship and not as tenants
in common Additional abbreviations may also be used though not in the above list.
SCHEDULE A
SCHEDULE OF EXCHANGES OF NOTES
ORMAT TECHNOLOGIES, INC.
2.50% Convertible Senior Notes due 2027
The initial principal amount
of this Global Note is FORTY FIVE MILLION ONE HUNDRED EIGHTY SEVEN THOUSAND DOLLARS ($45,187,000). The following increases or decreases
in this Global Note have been made:
Date of exchange |
|
Amount of
decrease in
principal amount
of this Global Note |
|
|
Amount of
increase in
principal amount
of this Global Note |
|
|
Principal amount
of this Global Note
following such
decrease or
increase |
|
|
Signature of
authorized
signatory of
Trustee or
Custodian |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ATTACHMENT 1
[FORM OF NOTICE OF CONVERSION]
ORMAT TECHNOLOGIES, INC.
2.50% Convertible Senior Notes due 2027
To: |
U.S. Bank Trust Company, National Association |
CityPlace I, 185 Asylum Street, 27th Floor
Hartford, CT 06103
Attention: Laurel Casasanta (Ormat Technologies
Inc.)
Email: laurel.casasanta@usbank.com
cts.conversions@usbank.com
The undersigned registered
owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral
multiple thereof) below designated, into cash and shares of Common Stock, if any, in accordance with the terms of the Indenture referred
to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together
with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to
the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note
not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or
similar issue or transfer taxes, if any in accordance with Section 14.02(d) and Section 14.02(e) of the Indenture. Any amount required
to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the
meanings ascribed to such terms in the Indenture.
Signature Guarantee
Signature(s) must be guaranteed
by an eligible Guarantor Institution
(banks, stock brokers, savings and
loan associations and credit unions)
with membership in an approved
signature guarantee medallion program
pursuant to Securities and Exchange
Commission Rule 17Ad-15 if shares
of Common Stock are to be issued, or
Notes are to be delivered, other than
to and in the name of the registered holder.
Fill in for registration of shares if
to be issued, and Notes if to
be delivered, other than to and in the
name of the registered holder:
(Name)
(Street Address)
(City, State and Zip Code)
Please print name and address
Principal amount to be converted (if less than all): $______,000
NOTICE: The
above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without
alteration or enlargement or any change whatever.
Social Security or Other Taxpayer
Identification Number
ATTACHMENT 2
[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]
ORMAT TECHNOLOGIES, INC.
2.50% Convertible Senior Notes due 2027
|
To: |
U.S. Bank Trust Company, National Association |
CityPlace I, 185 Asylum Street, 27th
Floor
Hartford, CT 06103
Attention: Laurel Casasanta (Ormat Technologies
Inc.)
Email: laurel.casasanta@usbank.com
cts.conversions@usbank.com
The undersigned registered
owner of this Note hereby acknowledges receipt of a notice from Ormat Technologies, Inc. (the “Company”) as to the
occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and
instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note
(1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof)
below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on
or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental
Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.
In the case of Physical Notes,
the certificate numbers of the Notes to be repurchased are as set forth below:
Dated: _____________________
________________________________
Signature(s)
_________________________
Social Security or Other Taxpayer
Identification Number
Principal amount to be repaid (if less than all): $______,000
NOTICE: The above signature(s) of the
Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement
or any change whatever.
ATTACHMENT 3
[FORM OF ASSIGNMENT AND TRANSFER]
For value received ____________________________
hereby sell(s), assign(s) and transfer(s) unto _________________ (Please insert social security or Taxpayer Identification Number of assignee)
the within Note, and hereby irrevocably constitutes and appoints _____________________ attorney to transfer the said Note on the books
of the Company, with full power of substitution in the premises.
In connection with any transfer of the within
Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms
that such Note is being transferred:
☐ |
To Ormat Technologies, Inc., or a subsidiary thereof; or |
☐ |
Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or |
☐ |
Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or |
☐ |
Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended, or any other available exemption from the registration requirements of the Securities Act of 1933, as amended. |
Dated: ________________________
_____________________________________
Signature(s)
_____________________________________
Signature Guarantee
Signature(s) must be guaranteed by an
eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and
credit unions) with membership in an approved
signature guarantee medallion program pursuant
to Securities and Exchange Commission
Rule 17Ad-15 if Notes are to be delivered, other
than to and in the name of the registered holder.
NOTICE: The signature on the assignment must correspond
with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.
10
v3.24.2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Ormat Technologies (NYSE:ORA)
Historical Stock Chart
From Jul 2024 to Aug 2024
Ormat Technologies (NYSE:ORA)
Historical Stock Chart
From Aug 2023 to Aug 2024