Filing Details

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CUSIP No. 686688-10-2

Schedule 13D/A

Page 4 of 8

 

1	NAMES OF REPORTING PERSONS   FIMI ENRG, Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   10,451,077*^
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   6,924,118
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   10,451,077*^
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   21.02%^
14	TYPE OF REPORTING PERSON   PN

 

* See Item 5 – for beneficial ownership information.

 

This Amendment No 1. supplements and amends the statement on Schedule 13D filed on February 12, 2015 (the "Schedule 13D") which relates to shares of common stock, par value $0.001 per share (the "Shares") of Ormat Technologies, Inc., a Delaware corporation (the "Issuer").  The principal executive offices of the Issuer are located at 6225 Neil Road, Reno, Nevada 89511.  This Amendment amends and supplements Items 4, 5, 6 and 7 of Schedule 13D.  Capitalized terms used hereunder and not otherwise defined shall have the meaning ascribed to them in Schedule 13D.

Item 4.  Purpose of Transaction.

The following amends and supplements Item 4 of Schedule 13D.

On May 4, 2017, FIMI ENRG 1, FIMI ENRG 2, Bronicki Investments, Mr. Isaac Angel, the Issuer's Chief Executive Officer, and Mr. Doron Blachar, the Issuer's Chief Financial Officer, as sellers (collectively, the "Sellers") have entered into a stock purchase agreement ("Stock Purchase Agreement") with Orix Corporation ("ORIX"), as buyer, pursuant to which, upon (and subject to) the consummation of the transactions contemplated thereunder, ORIX will purchase an aggregate of approximately 11 million Shares of the Issuer that are owned by FIMI ENRG 1, FIMI ENRG 2, Bronicki Investments, and each of Mr. Angel and Mr. Blachar (the "Purchased Shares"). The per share sale price to be paid by Orix at closing (subject to satisfaction of certain closing conditions, including regulatory approvals) per each Share is $57 and ORIX will pay to the Sellers as consideration for the Purchased Shares an aggregate amount of approximately $627 million.

Gillon Beck, the Chairman of the Issuer's board of directors, and Ami Boehm, a member of the Issuer's board of directors, which are officers of FIMI IV 2007, the managing general partner of FIMI ENRG, will also be selling (directly or indirectly) to ORIX a portion of their Shares of the Issuer resulting from the vesting of stock options that were granted to them in connection with their services as directors.  Such Shares are included in the Purchased Shares set forth above.

Effective immediately upon the closing of the transactions contemplated by the Stock Purchase Agreement, Mr. Ami Boehm and Mr. Gillon Beck will resign as directors of the Issuer.

The closing of the transactions contemplated by the Stock Purchase Agreement is subject to satisfaction of certain closing conditions, including regulatory approvals, the resignation of the directors as contemplated above (and of an additional director), the appointment, effective as of the closing, of ORIX's designees to the Issuer's board of directors to fill the vacancies created by the resignation of Mr. Ami Boehm, Mr. Gillon Beck and an additional director from the board of directors of the Issuer, the appointment, effective as of the closing, of a fourth person to be mutually agreed by the Issuer and ORIX to serve as a new independent director on the Issuer's expanded nine-person board of directors, and the execution of the registration rights agreement and governance agreement both between ORIX and the Issuer as described above.

The foregoing summary of the Stock Purchase Agreement is not exhaustive, does not contain complete descriptions of all of the parties' rights and obligations under the Stock Purchase Agreement and is qualified in its entirety by reference to the Stock Purchase Agreement, copy of which is filed hereto as Exhibit 11 and incorporated herein by reference.

Item 5.  Interest in Securities of the Issuer.

Item 5 is hereby amended as follows:

The percentages set forth below are based on 49,706,450 Shares outstanding as of March 31, 2017, based on information provided to the Reporting Persons by the Issuer.