As filed with the Securities and Exchange Commission on December 11,
2024
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ORMAT TECHNOLOGIES, INC.
(Exact name of Registrant as specified
in its charter)
| Delaware |
|
88-0326081 |
|
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification Number) |
6884 Sierra Center Parkway
Reno, Nevada 89511
(775) 356-9029
(Address, including zip code, and
telephone number, including area code, of registrant’s principal executive offices)
Jessica Woelfel
General Counsel, Chief Compliance
Officer and Corporate Secretary
6884 Sierra Center Parkway
Reno, Nevada 89511
(775) 356-9029
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
With a copy to:
|
Andrew J. Ericksen
Laura Katherine Mann
White & Case LLP
609 Main Street, Suite 2900
Houston,
Texas 77002
(713) 496-9700 |
|
Scott Levi
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
(212) 819-8200 |
Approximate date of commencement
of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☑
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. ☑
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☑ |
Accelerated filer ☐ |
| Non-accelerated filer ☐ |
Smaller reporting company ☐ |
| |
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 7(a)(2)(B) of Securities Act. ☐
PROSPECTUS
| Common Stock |
| Preferred Stock |
| Debt Securities |
| Warrants |
| Units |
| |
6,676,077 Shares of Common Stock
offered by the Selling Security Holder |
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Ormat
Technologies, Inc. (“we” or “us”) may offer and sell the securities listed above from time to time, together
or separately, in one or more classes or series, in amounts, at prices and on terms that we will determine at the time of offering.
We will provide the specific terms of any securities we actually offer for sale in supplements to this prospectus. Additionally, one
or more selling security holders identified herein may offer and sell the securities listed in the “Selling Security
Holders” section herein from time to time, in amounts, at prices and on terms that will be determined at the time of offering.
A prospectus supplement may also add, change or update information contained in this prospectus.
You should read
this prospectus and any applicable prospectus supplement carefully before you purchase any of our securities.
We,
or one or more selling security holders identified herein, may offer and sell the securities directly to you, through agents we or
one or more selling security holders select, or through underwriters or dealers we or one or more selling security holders select.
If we or one or more selling security holders use agents, underwriters or dealers to sell the securities, we will name them and
describe their compensation in a prospectus supplement. The net proceeds we expect to receive from such sales by us will be set
forth in the prospectus supplement.
Our common stock
is traded on the New York Stock Exchange and the Tel Aviv Stock Exchange under the symbol “ORA.” On December 10, 2024,
the last reported sale price of our common stock on the New York Stock Exchange was $79.37 per share and, on December 10, 2024,
the last reported sale price of our common stock on the Tel Aviv Stock Exchange was NIS 281.00 per share.
| Investing in our securities involves risks. See the “Risk Factors” section beginning on page 3 of this prospectus. You should carefully consider these risk factors and risks before investing in any of our securities. |
| Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. |
The date of
the prospectus is December 11, 2024.
TABLE OF CONTENTS
We have not authorized anyone to
provide any information other than that contained or incorporated by reference in this prospectus or in any free writing prospectus prepared
by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability
of, any other information that others may give you. If anyone provides you with different or inconsistent information, you should not
rely on it. This prospectus, any applicable prospectus supplement and any related company free writing prospectus do not constitute an
offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus, any applicable prospectus supplement
and any related company free writing prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make
such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus or
in any prospectus supplement or any document incorporated by reference is accurate as of any date other than the date on the front cover
of the applicable document. Neither the delivery of this prospectus, any applicable prospectus supplement and any related company free
writing prospectus nor any distribution of securities pursuant to this prospectus or any applicable prospectus supplement shall, under
any circumstances, create any implication that there has been no change in our business, financial condition, results of operations and
prospects since the date of this prospectus or such prospectus supplement.
ABOUT THIS PROSPECTUS
This
prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or SEC, utilizing the
“shelf” registration process. Under the shelf registration process, using this prospectus and, if required, a prospectus
supplement, we, or certain of our selling security holders, may sell from time to time any combination of the securities
described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we
or a selling security holder may offer. Each time we, or under certain circumstances, our selling security holders, sell securities,
we will provide, to the extent required by law, a prospectus supplement and, if necessary, a pricing supplement, that will contain
specific information about the terms of that offering. Any prospectus supplement and, if necessary, the pricing supplement, may also
add to, update or change information contained in this prospectus. Accordingly, to the extent inconsistent, the information in this
prospectus will be deemed to be modified or superseded by any inconsistent information contained in a prospectus supplement or a
pricing supplement. You should read carefully this prospectus, any applicable prospectus supplement and any pricing supplement,
together with the additional information incorporated by reference in this prospectus described below under “Where You Can
Find More Information” before making an investment in our securities.
Any
prospectus supplement and, if necessary, the pricing supplement, will describe: the terms of the securities offered, any initial
public offering price, the price paid to us or the selling security holder for the securities, the net proceeds to us or the selling security holder, the manner
of distribution and any underwriting compensation, and the other specific material terms related to the offering of the securities.
Any prospectus supplement may also contain information, where applicable, about material United States federal income tax
considerations relating to the securities. For more detail on the terms of the securities, you should read the exhibits filed with
or incorporated by reference in our registration statement of which this prospectus forms a part.
This prospectus
contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents
for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of the documents referred
to herein have been filed, or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus
is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”
In this prospectus,
we use the terms “Ormat,” “we,” “us” and “our” to refer to Ormat Technologies, Inc. and
our consolidated subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We file annual,
quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended,
or the Exchange Act. Our SEC filings are available from the SEC’s Internet site at http://www.sec.gov, which contains reports,
proxy and information statements, and other information regarding issuers, like us, who file reports electronically with the SEC.
The SEC allows
us to “incorporate by reference” into this prospectus the information we file with them, which means that we can disclose
important information to you by referring you to those documents. Any statement contained or incorporated by reference in this prospectus
shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any
subsequently filed document which also is incorporated by reference herein, modifies or supersedes such earlier statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We incorporate
by reference the documents listed below (excluding any portions of such documents that have been “furnished” but not “filed”
for purposes of the Exchange Act):
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (filed on February 23, 2024) (the “Annual Report”), including the portions of the Company’s Definitive Proxy Statement on Schedule 14A filed on March 27, 2024 that are incorporated by reference in the Annual Report; |
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the description of our common stock, par value
$0.001 per share, and our preferred share purchase rights, under “Description of Capital Stock” in our Registration Statement
on Form S-1 (File No. 333-117527) (filed on November 5, 2004) pursuant to Section 12 of the Exchange Act, including all amendments
and reports filed for the purpose of updating such description (including Exhibit 4.4 to the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2021). |
All documents we
file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and before all of the securities
offered by this prospectus are sold are incorporated by reference in this prospectus from the date of filing of the documents, except
for information furnished under Item 2.02 and Item 7.01 of Form 8-K and related exhibits under Item 9.01 of Form 8-K, which is not deemed
filed and not incorporated by reference herein. Information that we file with the SEC will automatically update and may replace information
in this prospectus and information previously filed with the SEC.
You may obtain
any of these incorporated documents from us without charge, excluding any exhibits to these documents unless the exhibit is specifically
incorporated by reference in such document, by requesting them from us in writing or by telephone at the following address:
Ormat Technologies, Inc.
6884 Sierra Center Parkway
Reno, Nevada 89511
Attention: Legal Department
(775) 356-9029
Documents may also be available on our
website at https://investor.ormat.com. Information contained on our website does not constitute part of this prospectus.
SPECIAL NOTE ABOUT FORWARD-LOOKING
STATEMENTS
Statements in this
prospectus, any applicable prospectus supplement or pricing supplement, any related company free writing prospectus and in documents incorporated
by reference in this prospectus contain various forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange
Act, which represent our management’s beliefs and assumptions concerning future events. When used in this prospectus and in documents
incorporated by reference, forward-looking statements include, without limitation, statements regarding financial forecasts or projections,
and our expectations, beliefs, intentions or future strategies that are signified by the words “expects,” “will,”
“plans,” “anticipates,” “indicates,” “intends,” “believes,” “forecast,”
“guidance,” “outlook,” “plans” or similar language. These forward-looking statements are subject to
risks, uncertainties and assumptions that could cause our actual results and the timing of certain events to differ materially from those
expressed in the forward-looking statements, including those factors discussed under the caption entitled “Risk Factors” in
our most recent Annual Report on Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statement, whether
as a result of new information, future events, or otherwise, except as required by applicable law.
Given the risks
and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. You should understand
that many important factors, in addition to those discussed or incorporated by reference in this prospectus, any applicable prospectus
supplement or pricing supplement, and any related company free writing prospectus could cause our results to differ materially from those
expressed in the forward-looking statements. Potential factors that could affect our results include those described in this prospectus
under “Risk Factors.”
ORMAT TECHNOLOGIES, INC.
We are a leading
vertically integrated company that is primarily engaged in the geothermal energy power business. We leverage our core capabilities and
global presence to expand our activity in recovered energy generation and into different energy storage services and solar PV (including
hybrid geothermal and solar PV as well as Solar plus Energy Storage). Our objective is to become a leading global provider of renewable
energy and help to mitigate climate change by providing a replacement to carbon-intensive energy sources. We have adopted a strategic
plan to focus on several key initiatives to expand our business.
RISK FACTORS
Investing in our
securities involves risks. See the “Risk Factors” section of our most recent Annual Report on Form 10-K, and any other reports
that we may file from time to time with the SEC, and all other information contained or incorporated by reference into this prospectus,
as updated by our subsequent filings under the Exchange Act. The risks and uncertainties we have described are not the only risks
we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.
You should carefully consider these risk factors and risks before investing in any of our securities. See “Where You Can Find More
Information.”
USE OF PROCEEDS
Except as otherwise
may be described in an applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities offered hereunder
for general corporate purposes, which may include repayment of indebtedness, financing future acquisitions, capital expenditures and additions
to working capital. We may also use the proceeds for temporary investments until we need them for general corporate purposes. We will
not receive any of the proceeds from the sale of securities by any selling security holders named herein.
DIVIDEND POLICY
We have a dividend
policy pursuant to which we currently expect to distribute at least 20% of our annual profits available for distribution by way of
quarterly dividends. In determining whether there are profits available for distribution, our board of directors will take into account
our business plan and current and expected obligations, and no distribution will be made that in the judgment of our board of directors
would prevent us from meeting such business plan or obligations.
DESCRIPTION OF COMMON STOCK AND PREFERRED
STOCK
Authorized Capitalization
Our authorized
capital stock consists of 200 million shares of common stock, par value $0.001 per share, and 5 million shares of preferred stock, par
value $0.001 per share. The following description of our capital stock does not purport to be complete and is subject to, and qualified
in its entirety by, our fifth amended and restated certificate of incorporation and seventh amended and restated by-laws, which are exhibits
to the registration statement of which this prospectus forms a part, and to the applicable provisions of Delaware law. Our board of directors
is authorized, without stockholder approval except as required by the listing standards of the New York Stock Exchange, to issue additional
shares of our capital stock.
Common Stock
As of December
1, 2024, 60,493,641 shares of our common stock were outstanding.
Voting Rights
The
holders of our common stock are entitled to one vote for each outstanding share of common stock owned by that stockholder on every matter
properly submitted to the stockholders for their vote. Stockholders are not entitled to vote cumulatively for the election of directors.
Directors shall be elected by a majority of the votes cast for each of the director nominees at such meeting, except for contested elections
(i.e., elections in which there are a greater number of candidates than there are seats to be filled), in which case the directors shall
be elected by a plurality of the votes cast for the election of directors at such meeting. If a quorum is present, all other matters,
unless otherwise provided by applicable law, the rules or regulations of any stock exchange applicable to the Company, the certificate
of incorporation or the by-laws (as disclosed herein), shall be decided by the affirmative vote of the majority of the outstanding shares
present in person or represented by proxy at the meeting and entitled to vote on the subject matter.
Dividend
Rights
Subject
to the dividend rights of the holders of any outstanding series of preferred stock, holders of our common stock are entitled to receive
ratably such dividends and other distributions of cash or any other right or property as may be declared by our board of directors out
of our assets or funds legally available for such dividends or distributions.
Liquidation
Rights
In
the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, holders of our common stock are entitled
to share ratably in our assets that are legally available for distribution to stockholders after payment of liabilities. If we have any
preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution and/or liquidation preferences.
In either such case, we must pay the applicable distribution to the holders of our preferred stock before we may pay distributions to
the holders of our common stock.
Conversion,
Redemption and Preemptive Rights.
Holders
of our common stock have no conversion, redemption, preemptive, subscription or similar rights pursuant to our certificate of incorporation
or by-laws.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Equiniti Trust Company, LLC.
Listing
Our
common stock is listed on the New York Stock Exchange and the Tel Aviv Stock Exchange under the trading symbol “ORA”.
Preferred Stock
No
shares of our preferred stock are currently outstanding. Our board of directors is authorized, subject to any limitations prescribed by
law, without stockholder approval, to issue from time to time up to an aggregate of 5,000,000 shares of preferred stock, in one or more
series, each series to have such rights and preferences, including voting rights, dividend rights, conversion rights, redemption privileges
and liquidation preferences as our board of directors determines. The rights of the holders of common stock will be subject to, and may
be adversely affected by, the rights of holders of any preferred stock that may be issued in the future.
Our
board of directors has designated 500,000 shares of our preferred stock to be Series A Junior Participating Preferred Stock the rights
and preferences of which are set forth in our fifth amended and restated certificate of incorporation.
DESCRIPTION OF DEBT SECURITIES
The following description,
together with the additional information we include in any applicable prospectus supplement, summarizes certain general terms and provisions
of the debt securities that we may offer under this prospectus. When we offer to sell a particular series of debt securities, we will
describe the specific terms of the series in a supplement to this prospectus. We will also indicate in the supplement to what extent the
general terms and provisions described in this prospectus apply to a particular series of debt securities.
We may issue debt
securities either separately, or together with, or upon the conversion or exercise of or in exchange for, other securities described in
this prospectus. Unless otherwise specified in a supplement to this prospectus, the debt securities will be our direct, unsecured obligations
and may be issued in one or more series.
The debt securities
will be issued under an indenture between us and a trustee. We have summarized below the material provisions of the indenture. The summary
is not complete. The form of the indenture has been filed as an exhibit to this registration statement and we urge you to read the indenture
and any supplement thereto because these documents, and not the summary, define your rights as a holder of debt securities. In the summary
below, we have included references to the section numbers of the indenture so that you can easily locate these provisions. Capitalized
terms used in the summary and not defined herein have the meanings specified in the indenture.
As used in this
section only, “Ormat,” “we,” “our” or “us” refer to Ormat Technologies, Inc. excluding
our subsidiaries, unless expressly stated or the context otherwise requires.
General
The terms of each
series of debt securities will be established by or pursuant to a resolution of our board of directors and set forth or determined in
the manner provided in a resolution of our board of directors, in an officer’s certificate or by a supplemental indenture. The particular
terms of each series of debt securities will be described in a prospectus supplement relating to such series (including any pricing supplement
or term sheet).
We can issue an
unlimited amount of debt securities under the indenture that may be in one or more series with the same or various maturities, at par,
at a premium, or at a discount. We will set forth in a prospectus supplement (including any pricing supplement or term sheet) relating
to any series of debt securities being offered, the aggregate principal amount and the following terms of the debt securities, if applicable:
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the title and ranking of the debt securities (including the terms of any subordination provisions); |
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the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities; |
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any limit on the aggregate principal amount of the debt securities; |
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the date or dates on which the principal of the securities of the series is payable; |
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the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date; |
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the place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such payment), where the securities of such series may be surrendered for registration of transfer or exchange, and where notices and demands to us in respect of the debt securities may be delivered; |
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the period or periods within which, the price or prices at which and the terms and conditions upon which we may redeem the debt securities; |
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any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities and the period or periods within which, the price or prices at which and in the terms and conditions upon which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; |
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the dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations; |
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the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof; |
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whether the debt securities will be issued in the form of certificated debt securities or global debt securities; |
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the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount; |
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the currency of denomination of the debt securities, which may be United States Dollars or any foreign currency, and if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency; |
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the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities will be made; |
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if payments of principal of, premium or interest on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined; |
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the manner in which the amounts of payment of principal of, premium, if any, or interest on the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; |
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any provisions relating to any security provided for the debt securities; |
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any addition to, deletion of or change in the Events of Default described in this prospectus or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities; |
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any addition to, deletion of or change in the covenants described in this prospectus or in the indenture with respect to the debt securities; |
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any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities; |
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the provisions, if any, relating to conversion or exchange of any debt securities of such series, including if applicable, the conversion or exchange price and period, provisions as to whether conversion or exchange will be mandatory, the events requiring an adjustment of the conversion or exchange price and provisions affecting conversion or exchange; and |
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any other terms of the debt securities, which may supplement, modify or delete any provision of the indenture as it applies to that series, including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of the securities. |
We may issue debt securities that provide
for an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity pursuant
to the terms of the indenture. We will provide you with information on the federal income tax considerations and other special considerations
applicable to any of these debt securities in the applicable prospectus supplement.
If we denominate the purchase price
of any of the debt securities in a foreign currency or currencies or a foreign currency unit or units, or if the principal of and any
premium and interest on any series of debt securities is payable in a foreign currency or currencies or a foreign currency unit or units,
we will provide you with information on the restrictions, elections, general tax considerations, specific terms and other information
with respect to that issue of debt securities and such foreign currency or currencies or foreign currency unit or units in the applicable
prospectus supplement.
Form, Transfer and Exchange
Each debt security
will be represented by either one or more global securities registered in the name of The Depository Trust Company (the “Depositary”),
or a nominee of the Depositary (we will refer to any debt security represented by a global debt security as a “book-entry debt security”),
or a certificate issued in definitive registered form (we will refer to any debt security represented by a certificated security as a
“certificated debt security”) as set forth in the applicable prospectus supplement. Except as set forth under the heading
“Global Debt Securities and Book-Entry System” below, book-entry debt securities will not be issuable in certificated form.
Global Debt
Securities and Book-Entry System. Each global debt security representing book-entry debt securities will be deposited with, or on
behalf of, the Depositary, and registered in the name of the Depositary or a nominee of the Depositary. Unless and until it is exchanged
for individual certificates evidencing securities under the limited circumstances described in the indenture, a global debt security may
not be transferred except as a whole by the depositary to its nominee or by the nominee to the depositary, or by the depositary or its
nominee to a successor depositary or to a nominee of the successor depositary.
Depositary holds
securities that its participants deposit with Depositary. Depositary also facilitates the settlement among its participants of securities
transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’
accounts, thereby eliminating the need for physical movement of securities certificates. “Direct participants” in Depositary
include securities brokers and dealers, including underwriters, banks, trust companies, clearing corporations and other organizations.
Access to the Depositary system is also available to others (which we sometimes refer to as indirect participants) that clear through
or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to Depositary and
its participants are on file with the SEC.
So long as the
debt securities are in book-entry form, the beneficial owners of such debt securities will receive payments and may transfer debt securities
only through the facilities of the Depositary and its direct and indirect participants. We will maintain an office or agency in the location
specified in the prospectus supplement for the applicable securities, where notices and demands in respect of the securities and the indenture
may be delivered to us and where certificated debt securities may be surrendered for payment, registration of transfer or exchange. We
will make payments on book-entry debt securities to the Depositary or its nominee, as the registered owner of such securities, by wire
transfer of immediately available funds.
Certificated
Debt Securities. Each beneficial owner of certificated debt securities may transfer or exchange such debt securities at any office
we maintain for this purpose in accordance with the terms of the indenture. No service charge will be made for any transfer or exchange
of certificated debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection with a transfer or exchange.
Each beneficial
owner of certificated debt securities may effect the transfer of such debt securities and the right to receive the principal of, premium
and interest on certificated debt securities only by surrendering the certificate representing those certificated debt securities and
either reissuance by us or the trustee of the certificate to the new holder or the issuance by us or the trustee of a new certificate
to the new holder.
If the debt securities
are issued in definitive certificated form under the limited circumstances described in the indenture, we will have the option of making
payments by check mailed to the addresses of the persons entitled to payment or by wire transfer to bank accounts in the United States
designated in writing to the applicable trustee or other designated party at least 15 days before the applicable payment date by the persons
entitled to payment, unless a shorter period is satisfactory to the applicable trustee or other designated party.
Covenants
We will set forth
in the applicable prospectus supplement any restrictive covenants applicable to any issue of debt securities, including the payment of
principal, premium, if any, and interest on such debt securities. The indenture will not limit us from incurring or issuing other unsecured
or secured debt and, unless otherwise indicated in the applicable prospectus supplement, the indenture will not contain any financial
covenants.
No Protection in the Event of a Change
of Control
Unless we state
otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions which may afford holders of the
debt securities protection in the event we have a change in control or in the event of a highly leveraged transaction (whether or not
such transaction results in a change in control) which could adversely affect holders of debt securities.
Conversion or Exchange Rights
We will set forth
in the applicable prospectus supplement or free writing prospectus the terms on which a series of debt securities may be convertible into
or exchangeable for our common stock, our preferred stock or other securities (including securities of a third-party). We will include
provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions
pursuant to which the number of shares of our common stock, our preferred stock or other securities (including securities of a third-party)
that the holders of the series of debt securities receive would be subject to adjustment.
Consolidation, Merger and Sale of
Assets
Unless otherwise
indicated in the applicable prospectus supplement, Ormat may not consolidate with or merge with or into, or convey, transfer or lease
all or substantially all of our properties and assets to, any person (a “successor person”) unless:
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we are the surviving corporation or the successor person (if other than Ormat) is a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes our obligations on the debt securities and under the indenture; and |
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immediately after giving effect to the transaction, no Default (as defined below) or Event of Default, shall have occurred and be continuing. |
Notwithstanding
the above, any subsidiary of Ormat may consolidate with, merge into or transfer all or part of its properties to Ormat or to any other
person.
Events of Default
“Event of
Default” means with respect to any series of debt securities, any of the following:
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default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited by us with the trustee or with a paying agent prior to the expiration of the 30-day period); |
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default in the payment of principal of any security of that series at its maturity; |
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default in the performance or breach of any other covenant or warranty by us in the indenture (other than a covenant or warranty that has been included in the indenture solely for the benefit of a series of debt securities other than that series), which default continues uncured for a period of 60 days after we receive written notice from the trustee or we and the trustee receive written notice from the holders of not less than 25% in principal amount of the outstanding debt securities of that series as provided in the indenture; |
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certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of Ormat; and |
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any other Event of Default provided with respect to debt securities of that series that is described in the applicable prospectus supplement. |
“Default” means any
event which is, or after notice or passage of time or both would be, an Event of Default.
No Event of Default
with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily
constitutes an Event of Default with respect to any other series of debt securities. The occurrence of certain Events of Default or an
acceleration under the indenture may constitute an event of default under certain indebtedness of ours or our subsidiaries outstanding
from time to time.
We will provide
the trustee written notice of any Default or Event of Default within 30 days of becoming aware of the occurrence of such Default or Event
of Default, which notice will describe in reasonable detail the status of such Default or Event of Default and what action we are taking
or propose to take in respect thereof.
If an Event of
Default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders
of not less than 25% in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the
trustee if given by the holders), declare to be due and payable immediately the principal of (or, if the debt securities of that series
are discount securities, that portion of the principal amount as may be specified in the terms of that series) and accrued and unpaid
interest, if any, on all debt securities of that series. In the case of an Event of Default resulting from certain events of bankruptcy,
insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding
debt securities will become and be immediately due and payable without any declaration or other act on the part of the trustee or any
holder of outstanding debt securities. At any time after a declaration of acceleration with respect to debt securities of any series has
been made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in
principal amount of the outstanding debt securities of that series may rescind and annul the acceleration if all Events of Default, other
than the non-payment of accelerated principal and interest, if any, with respect to debt securities of that series, have been cured or
waived as provided in the indenture. We refer to the applicable prospectus supplement relating to any series of debt securities that are
discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities
upon the occurrence of an Event of Default.
The indenture will
provide that the trustee may refuse to perform any duty or exercise any of its rights or powers under the indenture unless the trustee
receives indemnity satisfactory to it against any cost, liability or expense which might be incurred by it in performing such duty or
exercising such right or power. Subject to certain rights of the trustee, the holders of a majority in principal amount of the outstanding
debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available
to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.
No holder of any
debt security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture or for
the appointment of a receiver or trustee, or for any remedy under the indenture, unless:
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that holder has previously given to the trustee written notice of a continuing Event of Default with respect to debt securities of that series; and |
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the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request, and offered indemnity or security satisfactory to the trustee, to the trustee to institute the proceeding as trustee, and the trustee has not received from the holders of not less than a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request and has failed to institute the proceeding within 60 days. |
Notwithstanding
any other provision in the indenture, the holder of any debt security will have an absolute and unconditional right to receive payment
of the principal of, premium and any interest on that debt security on or after the due dates expressed in that debt security and to institute
suit for the enforcement of payment.
The indenture will
require us, within 120 days after the end of our fiscal year, to furnish to the trustee a statement as to compliance with the indenture.
If a Default or Event of Default occurs and is continuing with respect to the securities of any series and if it is known to a responsible
officer of the trustee, the trustee shall mail to each Securityholder of the securities of that series notice of a Default or Event of
Default within 90 days after it occurs or, if later, after a responsible officer of the trustee has knowledge of such Default or Event
of Default. The indenture will provide that the trustee may withhold notice to the holders of debt securities of any series of any Default
or Event of Default (except in payment on any debt securities of that series) with respect to debt securities of that series if the trustee
determines in good faith that withholding notice is in the interest of the holders of those debt securities.
Modification and Waiver
We and the trustee
may modify, amend or supplement the indenture or the debt securities of any series without the consent of any holder of any debt security:
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to cure any ambiguity, defect or inconsistency; |
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to comply with covenants in the indenture described under the heading “Successors”; |
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to provide for uncertificated securities in addition to or in place of certificated securities; |
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to add guarantees with respect to debt securities of any series or secure debt securities of any series; |
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to surrender any of our rights or powers under the indenture; |
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to add covenants or events of default for the benefit of the holders of debt securities of any series; |
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to comply with the applicable procedures of the applicable depositary; |
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to make any change that does not adversely affect the rights of any holder of debt securities; |
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to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture; |
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to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee; or |
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to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act. |
We may also modify
and amend the indenture with the consent of the holders of a majority in principal amount of the outstanding debt securities of each series
affected by the modifications or amendments (with the securities of each series voting as a class). We may not make any modification or
amendment without the consent of the holders of each affected debt security then outstanding if that amendment will:
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reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver; |
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reduce the rate of or extend the time for payment of interest (including default interest) on any debt security; |
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reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities; |
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reduce the principal amount of discount securities payable upon acceleration of maturity; |
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waive a default in the payment of the principal of, premium or interest on any debt security (except a rescission of acceleration of the debt securities of any series by the holders of a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration); |
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make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security; |
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make any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities to receive payment of the principal of, premium and interest on those debt securities and to institute suit for the enforcement of any such payment and to waivers or amendments; or |
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waive a redemption payment with respect to any debt security. |
Except for certain
specified provisions, the holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of
the holders of all debt securities of that series waive our compliance with provisions of the indenture. The holders of a majority in
principal amount of the outstanding debt securities of any series may on behalf of the holders of all the debt securities of such series
waive any past default under the indenture with respect to that series and its consequences, except a default in the payment of the principal
of, premium or any interest on any debt security of that series; provided, however, that the holders of a majority in principal amount
of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default
that resulted from the acceleration.
Defeasance of Debt Securities and
Certain Covenants in Certain Circumstances
Legal Defeasance.
The indenture will provide that, unless otherwise provided by the terms of the applicable series of debt securities, we will be discharged
from any and all obligations in respect of the debt securities of any series (subject to certain exceptions) upon the irrevocable deposit
with the trustee, in trust, of money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency
other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the
payment of interest and principal in accordance with their terms, will provide money or U.S. government obligations in an amount sufficient
in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment
of principal, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the
stated maturity of those payments in accordance with the terms of the indenture and those debt securities.
This discharge
may occur only if, among other things, we have delivered to the trustee an opinion of counsel stating that we have received from, or there
has been published by, the United States Internal Revenue Service a ruling or, since the date of execution of the indenture, there has
been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion
shall confirm that, the holders of the debt securities of that series will not recognize income, gain or loss for United States federal
income tax purposes as a result of the deposit, defeasance and discharge and will be subject to United States federal income tax on the
same amounts and in the same manner and at the same times as would have been the case if the deposit, defeasance and discharge had not
occurred.
Defeasance of
Certain Covenants. The indenture will provide that, unless otherwise provided by the terms of the applicable series of debt securities,
upon compliance with certain conditions:
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we may omit to comply with the covenant described under the heading “When Company May Merge, Etc.” and certain other covenants set forth in the indenture, as well as any additional covenants which may be set forth in the applicable prospectus supplement; and |
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any omission to comply with those covenants will not constitute a Default or an Event of Default with respect to the debt securities of that series (“covenant defeasance”). |
The conditions include:
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depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities; and |
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delivering to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of such covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. |
In the event covenant defeasance occurs,
certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “Events
of Default” will no longer constitute an Event of Default with respect to the applicable series of debt securities.
No Personal Liability of Directors,
Officers, Employees or Stockholders
None of our past,
present or future directors, officers, employees or stockholders, as such, will have any liability for any of our obligations under the
debt securities or the indenture or for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting
a debt security, each holder waives and releases all such liability. This waiver and release is part of the consideration for the issue
of the debt securities. However, this waiver and release may not be effective to waive liabilities under U.S. federal securities laws,
and it is the view of the SEC that such a waiver is against public policy.
Governing Law
The indenture and
the debt securities, including any claim or controversy arising out of or relating to the indenture or the securities, will be governed
by the laws of the State of New York.
The indenture will
provide that we, the trustee and the holders of the debt securities (by their acceptance of the debt securities) irrevocably waive, to
the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating
to the indenture, the debt securities or the transactions contemplated thereby.
The indenture will
provide that any legal suit, action or proceeding arising out of or based upon the indenture or the transactions contemplated thereby
may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of
New York in each case located in the City of New York, and we, the trustee and the holder of the debt securities (by their acceptance
of the debt securities) irrevocably submit to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The
indenture will further provide that service of any process, summons, notice or document by mail (to the extent allowed under any applicable
statute or rule of court) to such party’s address set forth in the indenture will be effective service of process for any suit,
action or other proceeding brought in any such court. The indenture will further provide that we, the trustee and the holders of the debt
securities (by their acceptance of the debt securities) irrevocably and unconditionally waive any objection to the laying of venue of
any suit, action or other proceeding in the courts specified above and irrevocably and unconditionally waive and agree not to plead or
claim any such suit, action or other proceeding has been brought in an inconvenient forum.
DESCRIPTION OF WARRANTS
We may elect to
offer warrants from time to time in one or more series. The following description summarizes the general terms and provisions of the warrants
we may offer pursuant to this prospectus that are common to all series. The specific terms relating to any series of our warrants that
we offer will be described in a prospectus supplement, which you should read. Because the terms of specific series of warrants offered
may differ from the general information that we have provided below, you should rely on information in the applicable prospectus supplement
that contradicts any information below. The summary below is not complete and is subject to, and qualified in its entirety by reference
to, the terms and provisions of the applicable warrant agreement relating to each series of warrants, which will be in the form filed
as an exhibit to or incorporated by reference in the registration statement of which this prospectus is a part at or prior to the time
of the issuance of such series of warrants.
General
We may issue warrants
to purchase common stock, preferred stock, depositary shares, debt securities or any combination thereof, which we refer to in this prospectus,
collectively, as the “underlying warrant securities.” The warrants may be issued independently or together with any series
of underlying warrant securities and may be attached or separate from the underlying warrant securities. Each series of warrants will
be issued pursuant to a separate form of warrant and may be issued pursuant to a separate warrant agreement to be entered into between
us and a warrant agent. Any warrant agent will act solely as our agent in connection with the warrants of such series and will not assume
any obligation or relationship of agency for or with holders or beneficial owners of warrants.
The applicable
prospectus supplement will describe the terms of any series of warrants in respect of which this prospectus is being delivered, including
the following:
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the title of the warrants; |
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the aggregate number of warrants; |
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the price or prices at which the warrants will be issued; |
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the currency or currencies in which the price of the warrants may be payable; |
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the designation and terms of the underlying warrant securities purchasable upon exercise of the warrants and the number of such underlying warrant securities issuable upon exercise of the warrants; |
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the price at which and the currency or currencies, including composite currencies, in which the underlying warrant securities purchasable upon exercise of the warrants may be purchased; |
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the date on which the right to exercise the warrants will commence and the date on which that right will expire (subject to any extension); |
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whether the warrants will be issued in registered form or bearer form; |
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if applicable, the minimum or maximum amount of the warrants which may be exercised at any one time; |
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if applicable, the designation and terms of the underlying warrant securities with which the warrants are issued and the number of the warrants issued with each underlying warrant security; |
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if applicable, the date on and after which the warrants and the related underlying warrant securities will be separately transferable; |
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information with respect to book-entry procedures, if any; |
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if applicable, a discussion of the material United States federal income tax considerations applicable to the issuance or exercise of the warrants; and |
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any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
Amendments and Supplements
to Warrant Agreement
The
warrant agreement for a series of warrants, if applicable, may be amended or supplemented without the consent of the holders of the warrants
issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not adversely affect the
interests of the holders of the warrants.
DESCRIPTION OF UNITS
The following description,
together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions
of the units that we may offer under this prospectus. Units may be offered independently or together with common stock, preferred stock,
debt securities, and warrants offered by any prospectus supplement, and may be attached to or separate from those securities. While the
terms we have summarized below will generally apply to any future units that we may offer under this prospectus, we will describe the
particular terms of any series of units that we may offer in more detail in the applicable prospectus supplement. The terms of any units
offered under a prospectus supplement may differ from the terms described below.
We will incorporate
by reference into the registration statement, of which this prospectus is a part, the form of unit agreement, including a form of unit
certificate, if any, that describes the terms of the series of units we are offering before the issuance of the related series of units.
The following summaries of material provisions of the units and the unit agreements are subject to, and qualified in their entirety by
reference to, all the provisions of the unit agreement applicable to a particular series of units. We urge you to read the applicable
prospectus supplements related to the units that we sell under this prospectus, as well as the complete unit agreements that contain the
terms of the units.
General
We may issue units
consisting of common stock, preferred stock, debt securities, and/or warrants in any combination. Each unit will be issued so that the
holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations
of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the
unit may not be held or transferred separately, at any time, or at any time before a specified date.
We will describe
in the applicable prospectus supplement the terms of the series of units, including the following:
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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
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any provisions of the governing unit agreement that differ from those described below; and |
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any provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities comprising the units |
The provisions
described in this section, as well as those described in the sections entitled “Description of Common Stock and Preferred Stock,”
“Description of Debt Securities,” and “Description of Warrants,” will apply to each unit and to any common stock,
preferred stock, debt security, or warrant included in each unit, respectively.
Issuance in Series
We may issue units
in such amounts and in such numerous distinct series as we determine.
Enforceability of Rights by Holders
of Units
Each unit agent
will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency or trust
with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will
have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility
to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related
unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included in the
unit.
Title
We, the unit agent,
and any of their agents may treat the registered holder of any unit certificate as an absolute owner of the units evidenced by that certificate
for any purposes and as the person entitled to exercise the rights attaching to the units so requested, despite any notice to the contrary.
GLOBAL SECURITIES
Book-Entry, Delivery and Form
Unless
we indicate differently in a prospectus supplement, the securities initially will be issued in book-entry form and represented by one
or more global securities. The global securities will be deposited with, or on behalf of, The Depository Trust Company, New York, New
York, as depositary, or DTC, and registered in the name of Cede & Co., the nominee of DTC. Unless and until it is exchanged for
individual certificates evidencing securities under the limited circumstances described below, a global security may not be transferred
except as a whole by the depositary to its nominee or by the nominee to the depositary, or by the depositary or its nominee to a successor
depositary or to a nominee of the successor depositary.
DTC
has advised us that it is:
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a limited-purpose trust company organized under the New York Banking Law; |
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a “banking organization” within the meaning of the New York Banking Law; |
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a member of the Federal Reserve System; |
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a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and |
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a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended, or Exchange Act. |
DTC
holds securities that its participants deposit with DTC. DTC also facilitates the settlement among its participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts,
thereby eliminating the need for physical movement of securities certificates. “Direct participants” in DTC include securities
brokers and dealers, including underwriters, banks, trust companies, clearing corporations and other organizations. DTC is a wholly-owned
subsidiary of The Depository Trust & Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities
Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users
of its regulated subsidiaries. Access to the DTC system is also available to others, which we sometimes refer to as indirect participants,
that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable
to DTC and its participants are on file with the SEC.
Purchases
of securities under the DTC system must be made by or through direct participants, which will receive a credit for the securities on DTC’s
records. The ownership interest of the actual purchaser of a security, which we sometimes refer to as a beneficial owner, is in turn recorded
on the direct and indirect participants’ records. Beneficial owners of securities will not receive written confirmation from DTC
of their purchases. However, beneficial owners are expected to receive written confirmations providing details of their transactions,
as well as periodic statements of their holdings, from the direct or indirect participants through which they purchased securities. Transfers
of ownership interests in global securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial
owners. Beneficial owners will not receive certificates representing their ownership interests in the global securities, except under
the limited circumstances described below.
To
facilitate subsequent transfers, all global securities deposited by direct participants with DTC will be registered in the name of DTC’s
partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of
securities with DTC and their registration in the name of Cede & Co. or such other nominee will not change the beneficial ownership
of the securities. DTC has no knowledge of the actual beneficial owners of the securities. DTC’s records reflect only the identity
of the direct participants to whose accounts the securities are credited, which may or may not be the beneficial owners. The participants
are responsible for keeping account of their holdings on behalf of their customers.
So
long as the securities are in book-entry form, you will receive payments and may transfer securities only through the facilities of the
depositary and its direct and indirect participants. We will maintain an office or agency in the location specified in the prospectus
supplement for the applicable securities, where notices and demands in respect of the securities and the indenture may be delivered to
us and where certificated securities may be surrendered for payment, registration of transfer or exchange.
Conveyance
of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct participants
and indirect participants to beneficial owners will be governed by arrangements among them, subject to any legal requirements in effect
from time to time.
Redemption
notices will be sent to DTC. If less than all of the securities of a particular series are being redeemed, DTC’s practice is to
determine by lot the amount of the interest of each direct participant in the securities of such series to be redeemed.
Neither
DTC nor Cede & Co. (or such other DTC nominee) will consent or vote with respect to the securities. Under its usual procedures,
DTC will mail an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns the consenting or voting rights
of Cede & Co. to those direct participants to whose accounts the securities of such series are credited on the record date, identified
in a listing attached to the omnibus proxy.
So
long as securities are in book-entry form, we will make payments on those securities to the depositary or its nominee, as the registered
owner of such securities, by wire transfer of immediately available funds. If securities are issued in definitive certificated form under
the limited circumstances described below, we will have the option of making payments by check mailed to the addresses of the persons
entitled to payment or by wire transfer to bank accounts in the United States designated in writing to the applicable trustee or other
designated party at least 15 days before the applicable payment date by the persons entitled to payment, unless a shorter period is satisfactory
to the applicable trustee or other designated party.
Redemption
proceeds, distributions and dividend payments on the securities will be made to Cede & Co., or such other nominee as may be requested
by an authorized representative of DTC. DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt
of funds and corresponding detail information from us on the payment date in accordance with their respective holdings shown on DTC records.
Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities
held for the account of customers in bearer form or registered in “street name.” Those payments will be the responsibility
of participants and not of DTC or us, subject to any statutory or regulatory requirements in effect from time to time. Payment of redemption
proceeds, distributions and dividend payments to Cede & Co., or such other nominee as may be requested by an authorized representative
of DTC, is our responsibility, disbursement of payments to direct participants is the responsibility of DTC, and disbursement of payments
to the beneficial owners is the responsibility of direct and indirect participants.
Except
under the limited circumstances described below, purchasers of securities will not be entitled to have securities registered in their
names and will not receive physical delivery of securities. Accordingly, each beneficial owner must rely on the procedures of DTC and
its participants to exercise any rights under the securities and the indenture.
The
laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in definitive form. Those
laws may impair the ability to transfer or pledge beneficial interests in securities.
DTC
may discontinue providing its services as securities depositary with respect to the securities at any time by giving reasonable notice
to us. Under such circumstances, in the event that a successor depositary is not obtained, securities certificates are required to be
printed and delivered.
As
noted above, beneficial owners of a particular series of securities generally will not receive certificates representing their ownership
interests in those securities. However, if:
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DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing such series of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be registered and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC’s ceasing to be so registered, as the case may be; |
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we determine, in our sole discretion, not to have such securities represented by one or more global securities; or |
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an Event of Default has occurred and is continuing with respect to such series of securities, |
| |
● |
we will prepare and deliver certificates for such securities in exchange for beneficial interests in the global securities. Any beneficial interest in a global security that is exchangeable under the circumstances described in the preceding sentence will be exchangeable for securities in definitive certificated form registered in the names that the depositary directs. It is expected that these directions will be based upon directions received by the depositary from its participants with respect to ownership of beneficial interests in the global securities. |
We
have obtained the information in this section and elsewhere in this prospectus concerning DTC and DTC’s book-entry system from sources
that are believed to be reliable, but we take no responsibility for the accuracy of this information.
SELLING
SECURITY HOLDERS
The selling security holder
listed in the table below, may, from time to time, offer and sell any or all of the shares of common stock set forth below pursuant to
this prospectus. Additional selling security holders may be added from time to time by amendment or supplement to this prospectus.
The following table sets
forth (i) the name of the selling security holder, (ii) the number of shares of common stock beneficially owned by the selling
security holder, (iii) the number of shares of common stock to be offered by the selling security holder pursuant to this prospectus
and (iv) the number of shares of common stock beneficially owned by the selling security holder assuming all of the shares of common
stock offered by the selling security holder are sold in this offering. The percentage of shares of common stock beneficially owned is
based on 60,493,641 shares of common stock outstanding as of December 1, 2024.
We have prepared the table
and the related notes based on information supplied to us by the selling security holder on or prior to December 11, 2024. We have not
sought to verify such information.
Beneficial ownership has
been determined under rules promulgated by the SEC. The information does not necessarily indicate beneficial ownership for any other
purpose. Shares of common stock subject to currently exercisable and convertible securities currently convertible, or exercisable or convertible
within 60 days after the date of this prospectus, are deemed outstanding for purposes of computing the percentage beneficially owned
by the person or entity holding such securities but are not deemed outstanding for purposes of computing the percentage beneficially owned
by any other person or entity. For further information regarding the beneficial ownership of our shares of common stock and a description
of the other material relationships between us and the selling security holder, including the Governance Agreement, and certain other
relationships which the selling security holder has with us, including a Commercial Cooperation Agreement and the Registration Rights
Agreement, see our Definitive Proxy Statement on Schedule 14A filed on March 27, 2024, including the information set forth under
“Security Ownership of Certain Beneficial Owners and Management” and “Transactions with Related Persons.”
| |
Common Stock
Beneficially
Owned Prior | | |
Shares of
Common Stock | | |
Common Stock
Beneficially Owned After this Offering | | |
Percentage
of
Common Stock
Beneficially Owned | |
| Selling
Security Holder | |
to
this
Offering | | |
Offered
Hereby | | |
Owned
After this Offering | | |
Before
Offering | |
After
Offering | |
| ORIX Corporation(1) | |
| 6,676,077 | | |
| 6,676,077 | | |
| — | | |
11.0 | % |
| — | |
| (1) | ORIX Corporation (“ORIX”) holds 6,676,077 shares
of common stock, according to the Schedule 13D/A (Amendment No. 4) filed with the SEC on November 29, 2022. Mike Nikkel, Senior
Managing Director and Deputy Head of the Energy and Eco-Services Business Headquarters of ORIX, is a member of our Board of Directors. ORIX’s
address is World Trade Center Building SOUTH TOWER, 2-4-1 Hamamatsu-cho, Minato-ku, Tokyo, 105-5135, Japan. |
Material Relationships with the Selling
Security Holder
For a description of certain
relationships which the selling security holder has had with us, please refer to the below disclosure as well as the information on the
Governance Agreement, the Commercial Cooperation Agreement and the Registration Rights Agreement included in the section titled “Transactions
with Related Persons” in our Definitive Proxy Statement on Schedule 14A filed on March 27, 2024.
This prospectus was filed
as a result of the exercise of demand registration rights by the selling stockholder pursuant to the Registration Rights Agreement. As
set forth in the Registration Rights Agreement, in connection with the selling stockholder’s resale of the common stock to be sold
pursuant to this prospectus, we will bear, among other expenses, all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, fees and expenses incurred in connection with the listing of the common stock on the NYSE, transfer agent
fees, and fees and disbursements of our counsel and counsel to the underwriter (if any), and the selling stockholder will bear all expenses
incurred by the selling stockholder, including any underwriting fees, commissions and discounts, transfer taxes and legal fees incurred
by the selling stockholder.
Governance Agreement
On May 4, 2017, we
entered into a Governance Agreement with the selling security holder (as amended, the “Governance Agreement”) in connection
with an agreement between the selling security holder, certain of our former stockholders, Isaac Angel, our current Chairman of the Board
and former CEO, and Doron Blachar, our CEO, pursuant to which the selling security holder agreed to purchase approximately, at such time,
22.1% of our shares of common stock, par value $0.001 per share, for approximately $627 million. The Governance Agreement, which
became effective on July 26, 2017 upon the closing of such transaction, provides the selling security holder the right, for as long
as the selling security holder and its affiliates collectively hold at least 18% of the voting power of all of our outstanding voting
securities, to nominate three directors to our Board of Directors and jointly propose and nominate with us a director who is independent
in accordance with the listing standards of the NYSE and SEC rules and regulations and who does not have, and within the three years
prior to his or her becoming a director nominee has not had, any material relationship with the selling security holder or its affiliates
(the “Independent ORIX Director”). If the selling security holder and its affiliates collectively hold less than 18% of the
voting power of all of our outstanding voting securities but greater than or equal to 13% of the voting power of all of our outstanding
voting securities, the selling security holder has the right to nominate two directors to our Board of Directors and jointly propose and
nominate the Independent ORIX Director with us. If the selling security holder and its affiliates collectively hold less than 13% of the
voting power of all of our outstanding voting securities but greater than or equal to 5% of the voting power of all of our outstanding
voting securities, the selling security holder will have the right to nominate one director to our Board of Directors, but will no longer
have the right to jointly propose and nominate the Independent ORIX Director with us. If the selling security holder holds less than 5%
of the voting power of all of our outstanding voting securities, the selling security holder does not have the right to nominate any directors
to our Board of Directors.
In November 2022, ORIX sold
4,312,500 shares pursuant to an underwritten secondary offering, and following such offering, ORIX and its affiliates collectively owned
11.9% of the voting power of our outstanding voting securities. As a result of such offering, ORIX now has the right to nominate one director
to our Board, but no longer has the right to jointly propose and nominate with the Company the Independent ORIX Director. Currently, ORIX’s
only director nominee, Mike Nikkel, is a member of our Board of Directors.
After giving effect to this
offering, the selling security holder and its affiliates will collectively cease to own any voting power of our outstanding voting securities.
Pursuant to the Governance Agreement, the selling security holder is required to use its reasonable best efforts to cause its director
nominee (the “Investor Director”) to tender his resignation, unless a majority of the directors other than the Investor Director
agree in writing that such director shall not be required to resign. A majority of the members of our board of directors (other than the
Investor Director) have agreed that the Investor Director will not be required to resign following this offering. Accordingly, such director
will continue to serve on our board of directors at least until our 2025 annual meeting of stockholders.
Further, pursuant to the
terms thereof, the Governance Agreement automatically terminates if the selling security holder and its affiliates collectively own less
than 5% of the voting power of our outstanding voting securities. Accordingly, after giving effect to this offering, the Governance Agreement
will terminate.
Commercial Cooperation Agreement
On May 4, 2017, we
also entered into a Commercial Cooperation Agreement with the selling security holder (the “Commercial Cooperation Agreement”)
in connection with the selling security holder’s above-mentioned acquisition of common stock. Pursuant to the Commercial Cooperation
Agreement, we received an exclusive right of first refusal to own, invest in, develop and operate new geothermal business opportunities
outside the State of Japan that are sourced by or presented to the selling security holder or its affiliates, subject to certain limitations,
as well as an exclusive right to provide certain geological, engineering, procurement, construction, operational and/or management services,
and be granted the option to acquire up to 49% ownership of all geothermal projects within the State of Japan that (i) are new geothermal
business opportunities sourced by or presented to the selling security holder or its affiliates, (ii) have an expected generating
capacity of greater than 15 MW and (iii) are 100% owned by the selling security holder or its affiliates, or with respect to which
the selling security holder or its affiliates have the ability to control all relevant decisions without being required to obtain any
third party consent. The obligations of each party under the Commercial Cooperation Agreement are suspended during any period in which
the selling security holder holds less than 13% of the outstanding common stock. As a result of the November 2022 offering, the Commercial
Cooperation Agreement is currently suspended.
Further, pursuant to the
terms thereof, the Commercial Cooperation Agreement will be terminated on the effective date of a termination of the Governance Agreement
(other than a termination for breach thereof by the selling security holder or its affiliates). The Governance Agreement will terminate
in connection with this offering since the selling security holder and its affiliates collectively will own less than 5% of the voting
power of our outstanding voting securities after giving effect to this offering. Accordingly, after giving effect to this offering, the
Commercial Cooperation Agreement will terminate on the effective date of the termination of the Governance Agreement.
Registration Rights Agreement
On May 4, 2017, we
also entered into the Registration Rights Agreement with the selling security holder. The Registration Rights Agreement, as amended on
November 16, 2022, provides, among other things, that, upon the written request of the selling security holder, we are required to file
a shelf registration statement on Form S-3 or Form S-1, or a post-effective amendment or prospectus supplement to any then effective
registration statement, to permit a public offering and sale of shares of common stock held by the selling security holder. We are required
to keep such shelf registration statement available for a period of three years after its initial effectiveness subject to our right
to suspend its availability for up to 120 days (and no more than 90 consecutive days) in any calendar year. The selling security
holder may, at any time, request an underwritten shelf takedown for shares of common stock held by the selling security holder; provided,
that the market value of such shares to be sold pursuant to the underwritten shelf takedown have a market value of at least $100 million
at the time of the demand. The selling security holder may exercise such demand rights twice (with the November 2022 offering accounting
for the first demand and this offering accounting for the second demand). The Registration Rights Agreement also permits the selling security
holder to require us to include securities held by the selling security holder in registrations that we effect.
As set forth in the Registration
Rights Agreement, in connection with the selling stockholder’s resale of the common stock to be sold pursuant to this prospectus,
we will bear, among other expenses, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws,
fees and expenses incurred in connection with the listing of the common stock on the NYSE, transfer agent fees, and fees and disbursements
of our counsel and counsel to the underwriter (if any), and the selling stockholder will bear all expenses incurred by the selling stockholder,
including any underwriting fees, commissions and discounts, transfer taxes and legal fees incurred by the selling stockholder.
PLAN OF DISTRIBUTION
We,
or one or more selling security holders identified herein, may sell the securities of or within any series to or through agents, underwriters,
dealers, remarketing firms or other third parties or directly to one or more purchasers or through a combination of any of these methods.
We may issue securities as a dividend or distribution. In some cases, we, one or more selling security holder, or dealers acting with
us or them or on our or their behalf may also purchase securities and reoffer them to the public. We or one or more selling security
holders may also offer and sell, or agree to deliver, securities pursuant to, or in connection with, any option agreement or other contractual
arrangement. Distributions of securities by one or more selling security holders, or by their partners, pledgees, donees (including charitable
organizations), transferees or other successors in interest, may from time to time be offered for sale either directly by such individuals,
or through underwriters, dealers or agents or on any exchange on which the securities may from
time to time be traded, in the over-the-counter market, or in independently negotiated transactions or otherwise. The methods by which
securities may be sold by us or one or more selling security holders include:
| ● | privately
negotiated transactions; |
| ● | underwritten
transactions; |
| ● | exchange
distributions and/or secondary distributions; |
| ● | in
market transactions on any national securities exchange, transactions other than on exchanges
or sales in the over-the-counter market; |
| ● | ordinary
brokerage transactions and transactions in which the broker solicits purchasers; |
| ● | broker-dealers
may agree with us or one or more selling security holders to sell a specified number of such
securities at a stipulated price per security; |
| ● | a
block trade (which may involve crosses) in which the broker or dealer so engaged will attempt
to sell the securities as agent but may position and resell a portion of the block as principal
to facilitate the transaction; |
| ● | purchases
by a broker or dealer as principal and resale by such broker or dealer for its own account
pursuant to this prospectus; |
| ● | through
the writing of options on the securities or other hedging transactions, whether or not the
options or such other derivative securities are listed on an exchange; |
| ● | through
the distributions of the securities by one or more selling security holders to their partners,
members or stockholders; |
| ● | a
combination of any such methods of sale; and |
| ● | any
other method permitted pursuant to applicable law. |
Each
time we offer and sell securities covered by this prospectus, we will provide a prospectus supplement or supplements that will
describe the method of distribution and set forth the terms of the offering, including:
| |
● |
the name or names of any underwriters, dealers or agents and the amounts of securities underwritten or purchased by each of them; |
| |
● |
the public offering price of the securities and the proceeds to us; |
| |
● |
any over-allotment options under which underwriters may purchase additional securities from us; |
| |
● |
any underwriting discounts or commissions or agency fees and other items constituting underwriters’ or agents’ compensation; |
| |
● |
terms and conditions of the offering; |
| |
● |
any discounts, commissions or concessions allowed or reallowed or paid to dealers; and |
| |
● |
any securities exchange or market on which the securities may be listed. |
Agents
We or one or more
selling security holders may use agents to sell securities. Unless we tell you otherwise in any applicable prospectus supplement, the agents will agree to use
their reasonable efforts to solicit purchases for the period of their appointment or to sell our securities on a continuing basis. Our
agents may be deemed to be underwriters under the Securities Act of any of the securities that they offer or sell.
Underwriters
We or one or more
selling security holders may sell securities to underwriters. If we or one or more selling security holders use underwriters, the underwriters
will acquire the securities for their own account, including without limitation through underwriting, purchase, security lending, repurchase
or other agreements with us or one or more selling security holders, as the case may be. Unless we or one or more selling security holders
tell you otherwise in any applicable prospectus supplement, the underwriters may resell those securities in one or more transactions,
including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Unless any applicable
prospectus supplement states otherwise, the obligations of the underwriters to purchase any series of securities will be subject to conditions
precedent, and the underwriters will be obligated to purchase all of the securities if any are purchased. The underwriters may change
any initial public offering price and any discounts or concessions they give to dealers.
Dealers
We or one or more
selling security holders may use a dealer to sell the securities. If we or one or more selling security holders use a dealer, we or one
or more selling security holders, as the case may be, as principal, will sell the securities to the dealer who will then sell the securities
to the public at varying prices that the dealer will determine at the time it sells our securities.
Direct Sales
We or one or more
selling security holders may solicit directly offers to purchase the securities, and we or one or more selling security holders may sell
securities directly to purchasers without the involvement of agents, underwriters or dealers.
Other Means of Distribution
Securities may
also be offered and sold, if we so indicate in any applicable prospectus supplement, by one or more firms (“remarketing firms”)
acting as principals for their own accounts or as our agents in connection with a remarketing of such securities following their purchase
or redemption or otherwise. Remarketing firms may be deemed to be underwriters under the Securities Act in connection with the securities
they remarket.
We may engage in
at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act.
We may authorize
our agents, dealers and underwriters to solicit offers by certain institutions to purchase the securities at the public offering price
under delayed delivery contracts.
With
or without the involvement of agents, underwriters, dealers, remarketing firms or other third parties, we or one or more selling
security holders may utilize the Internet or other electronic bidding or ordering systems for the pricing and allocation of
securities. Such a system may allow bidders to directly participate, through electronic access to an auction site, by submitting
conditional offers to buy that are subject to acceptance by us or one or more selling security holders. The use of such a system may
affect the price or other terms at which such securities are sold. The final offering price at which securities would be sold, and
the allocation of securities among bidders, would be based in whole or in part on the results of the bidding process or auction.
Many variations of the Internet auction or pricing and allocating systems are likely to be developed in the future, and we or one or
more selling security holders may utilize such systems in connection with the sale of securities.
Derivative Transactions and Hedging
We
or one or more selling security holders may enter into derivative or other hedging transactions involving the securities with third
parties, or sell securities not covered by the prospectus to third parties in privately-negotiated transactions. In connection with those derivative transactions, the third parties may sell securities covered by this
prospectus and any applicable prospectus supplement, including in short sale transactions, or may lend securities in order to
facilitate short sale transactions by others. If so, the third party may use securities pledged by us or one or more selling
security holders or borrowed from us, or one or more selling security holders or others to settle those sales or to close out any
related open borrowings of securities, and may use securities received from us or one or more selling security holders in settlement
of those derivative or hedging transactions to close out any related open borrowings of securities.
We
or one or more selling security holders may effect sales of securities in connection with forward sale, option or other types of
agreements with third parties. Any distribution of securities pursuant to any forward sale agreement may be effected from time to
time in one or more transactions that may take place through a stock exchange, including block trades or ordinary broker’s
transactions, or through broker-dealers acting either as principal or agent, or through privately-negotiated transactions, or
through an underwritten public offering, or through a combination of any such methods of sale, at market prices prevailing at the
time of sale, at prices relating to such prevailing market prices or at negotiated or fixed prices.
We
or one or more selling security holders may loan or pledge securities to third parties that in turn may sell the securities using
this prospectus and any applicable prospectus supplement or, if we or such selling security holder default in the case of a pledge,
may offer and sell the securities from time to time using this prospectus and any applicable prospectus supplement. Such third
parties may transfer their short positions to investors in our securities or in connection with a concurrent offering of other
securities offered by this prospectus and any applicable prospectus supplement or otherwise.
Rule 144
We or one or more selling stockholders may sell securities under Rule
144 under the Securities Act, if available, rather than under this prospectus.
General Information
Any underwriter
may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M
under the Exchange Act. Overallotment involves sales in excess of the offering size, which create a short position. This short sales position
may involve either “covered” short sales or “naked” short sales. Covered short sales are short sales made in an
amount not greater than the underwriters’ over-allotment option to purchase additional securities in an offering. The underwriters
may close out any covered short position either by exercising their over-allotment option or by purchasing securities in the open market.
To determine how they will close the covered short position, the underwriters will consider, among other things, the price of securities
available for purchase in the open market, as compared to the price at which they may purchase securities through the over-allotment option.
Naked short sales are short sales in excess of the over-allotment option. The underwriters must close out any naked short position by
purchasing securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that,
in the open market after pricing, there may be downward pressure on the price of the securities that could adversely affect investors
who purchase securities in an offering. Stabilizing transactions permit bids to purchase the underlying security for the purpose of fixing
the price of the security so long as the stabilizing bids do not exceed a specified maximum. Penalty bids permit the underwriters to reclaim
a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover
short positions.
Similar to other
purchase transactions, an underwriter’s purchase to cover syndicate short sales or to stabilize the market price of the securities
may have the effect of raising or maintaining the market price of the securities or preventing or mitigating a decline in the market price
of the securities. As a result, the price of the securities may be higher than the price that might otherwise exist in the open market.
The imposition of a penalty bid might also have an effect on the price of the securities if it discourages resales of the securities.
Unless any applicable
prospectus supplement states otherwise, each series of securities will be a new issue of securities and will have no established trading
market, other than our common stock. which is traded on the New York Stock Exchange and the Tel Aviv Stock Exchange as of the date
of this prospectus. We may elect to list any other series of securities on any exchange or market, but we are not obligated to do so.
Any underwriters to whom the securities are sold for a public offering may make a market in those securities. However, those underwriters
will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the
liquidity of, or the trading market for, any of the securities.
Any underwriters,
dealers, agents, remarketing firms and third parties may be customers of, engage in transactions with, or perform services for, Ormat
in the ordinary course of their business. We will describe the nature of any such relationship, if required by applicable law, in any prospectus supplement naming any
such underwriter, dealer, agent, remarketing firm or third party.
LEGAL MATTERS
Unless otherwise
indicated in an applicable prospectus supplement, the validity of the securities to be offered by this prospectus will be passed upon
for Ormat by White & Case LLP and for any agents, underwriters, dealers, remarketing firms or other third parties by counsel named
in the applicable prospectus supplement.
EXPERTS
The financial statements
as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023 and management’s assessment
of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial
Reporting) as of December 31, 2023 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December
31, 2023 have been so incorporated in reliance on the report of Kesselman and Kesselman, Certified Public Accountants (Isr.), a member
firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance
and Distribution.
The following table
sets forth the aggregate estimated expenses, other than underwriting discounts and commissions, currently anticipated to be payable by
the registrant in connection with the sale of the securities being registered hereby. All of the amounts shown are estimated except the
Securities and Exchange Commission registration fee.
| SEC registration fee for shares offered by the selling security holder
identified herein | |
$ | 79,969.68 | |
| SEC registration fee | |
| * | |
| Printing and engraving expenses | |
| ** | |
| Blue sky fees and expenses | |
| ** | |
| Legal fees and expenses | |
| ** | |
| Accounting fees and expenses | |
| ** | |
| Miscellaneous fees and expenses | |
| ** | |
| Total | |
| ** | |
| * | Deferred in accordance with Rules 456(b) and 457(r) under
the Securities Act. |
| ** | The estimated amounts of fees and expenses to be incurred in
connection with any offering of securities pursuant to this registration statement will be determined from time to time and reflected
in the applicable prospectus supplement. |
Item 15. Indemnification of Directors and Officers.
Section 102(b)(7) of the
Delaware General Corporation Law (the “DGCL”), permits a corporation to provide in its certificate of incorporation that a
director or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director or officer, except for liability for:
| |
● |
any breach of his or her duty of loyalty to us or our stockholders; |
| |
● |
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
| |
● |
directors, for the payment of dividends or the redemption or purchase of stock in violation of Delaware law; |
| |
● |
any transaction from which the director or officer derived an improper personal benefit; or |
| |
● |
officers, for any derivative stockholder litigation. |
As permitted by Section 102(b)(7)
of the DGCL, the Company’s Certificate of Incorporation contains a provision that provides for such limitation of liability. The
effect of this provision is to restrict the Company’s rights and the rights of the Company’s stockholders in derivative suits
to recover monetary damages against a director or officer for breach of fiduciary duty as a director or officer.
Section 145 of the DGCL provides
that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened,
pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been
a director, officer, employee or agent of the Company, subject to certain limitations. The DGCL provides that Section 145 is not exclusive
of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise. As permitted by Section 145 of the DGCL, the Company’s By-laws provide that the Company has the power, under
specified circumstances, to indemnify its directors and executive officers in connection with actions, suits or proceedings brought against
them by a third party or in the right of the Company, by reason of the fact that they were or are such directors or executive officers,
against expenses incurred in any such action, suit or proceeding.
In addition, the Company
has entered into separate indemnification agreements with certain of its directors and officers that provide indemnification to its directors
and officers under certain circumstances for acts or omissions, which may not be covered by directors and officers liability insurance,
and may, in some cases, be broader than the specific indemnification provisions contained under Delaware law. The Company also maintains
standard policies of insurance under which coverage is provided to its directors and officers to insure against certain liabilities that
such persons may incur in their capacities as directors and officers of the Company.
Item 16. Exhibits and Financial Statement Schedules.
| (1) |
To be filed, if necessary, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a Current Report on Form 8-K or other report to be filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act and incorporated herein by reference. |
| (2) |
Filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (File No. 333-250110) and incorporated herein by reference. |
| (3) |
Filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-117527) and incorporated herein by reference. |
| (4) |
Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 9, 2024 and incorporated herein by reference. |
| (5) |
Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2022 and incorporated herein by reference. |
| (6) |
Where applicable, to be incorporated by reference to a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended. |
Item 17. Undertakings.
(a) The undersigned registrant hereby
undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include
any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect
in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
(iii) To include
any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement; provided, however, that clauses (1)(i), (1)(ii) and (1)(iii) do not apply if
the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those clauses is
contained in reports filed with or furnished to the SEC by such registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;
(2) That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof;
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(4) That, for the purpose of determining
liability under the Securities Act to any purchaser:
(i) Each prospectus
filed by such registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a)
of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which
the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date;
(5) That, for the purpose of determining
liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities, each undersigned
registrant undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
(i) Any preliminary
prospectus or prospectus of such undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing
prospectus relating to the offering prepared by or on behalf of such undersigned registrant or used or referred to by such undersigned
registrant;
(iii) The portion
of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
(iv) Any other
communication that is an offer in the offering made by such undersigned registrant to the purchaser.
(b) Each undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities Act, each filing of such registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and where applicable, each filing of an employee benefit plan’s
annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) For an offering in which the securities
to be registered are to be offered to existing security holders pursuant to warrants or rights and any securities not taken by security
holders are to be reoffered to the public, each undersigned registrant hereby undertakes to supplement the prospectus, after the expiration
of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription
period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof.
If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the applicable prospectus
supplement, a post-effective amendment will be filed to set forth the terms of such offering.
(d) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of a registrant pursuant to the foregoing
provisions, or otherwise, each registrant has been advised that in the opinion of the SEC, such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by such registrant of expenses incurred or paid by a director, officer or controlling person of such registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the applicable registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(e) Each undersigned registrant hereby
undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section
310 of the Trust Indenture Act, as amended, in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2)
of the Trust Indenture Act, as amended.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, State of New York, on December 11, 2024.
| |
ORMAT TECHNOLOGIES, INC. |
| |
(Registrant) |
| |
|
| |
By: |
/s/ Doron Blachar |
| |
|
Name: |
Doron Blachar |
| |
|
Title: |
Chief Executive Officer |
Each of the undersigned
officers and directors of Ormat Technologies, Inc. hereby severally constitute and appoint Doron Blachar and Assi Ginzburg his or her
true and lawful attorneys, with full power of substitution and revocation, with full power to sign for him or her and in his or her name
in the capacity or capacities indicated below and any amendment or supplement to the Registration Statement on Form S-3 filed herewith,
including any post-effective amendments and supplements to said Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission and generally to do all such things in his or
her name and behalf in our capacities as officers and directors to enable Ormat Technologies, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming his
or her signature(s) as they may be signed by his or her said attorney to said registration statement and any and all amendments thereto.
Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Doron Blachar |
|
Chief Executive Officer |
|
|
| Doron Blachar |
|
(Principal Executive Officer) |
|
December 11, 2024 |
| |
|
|
|
|
| /s/ Assi Ginzburg |
|
Chief Financial Officer |
|
|
| Assi Ginzburg |
|
(Principal Financial and Accounting Officer) |
|
December 11, 2024 |
| |
|
|
|
|
| /s/ Isaac Angel |
|
Chairman of the Board of Directors |
|
|
| Isaac Angel |
|
|
|
December 11, 2024 |
| |
|
|
|
|
| /s/ Ravit Barniv |
|
Director |
|
|
| Ravit Barniv |
|
|
|
December 11, 2024 |
| |
|
|
|
|
| /s/ Karin Corfee |
|
Director |
|
|
| Karin Corfee |
|
|
|
December 11, 2024 |
| |
|
|
|
|
| /s/ David Granot |
|
Director |
|
|
| David Granot |
|
|
|
December 11, 2024 |
| |
|
|
|
|
| /s/ Michal Marom |
|
Director |
|
|
| Michal Marom |
|
|
|
December 11, 2024 |
| |
|
|
|
|
| /s/ Mike Nikkel |
|
Director |
|
|
| Mike Nikkel |
|
|
|
December 11, 2024 |
| |
|
|
|
|
| /s/ Dafna Sharir |
|
Director |
|
|
| Dafna Sharir |
|
|
|
December 11, 2024 |
| |
|
|
|
|
| /s/ Stanley B. Stern |
|
Director |
|
|
| Stanley B. Stern |
|
|
|
December 11, 2024 |
| |
|
|
|
|
| /s/ Byron G. Wong |
|
Director |
|
|
| Byron G. Wong |
|
|
|
December 11, 2024 |
| |
|
|
|
|
Exhibit
5.1
December
11, 2024
Ormat
Technologies, Inc.
6884 Sierra Center Parkway
Reno, NV 89511
|
|
Ladies
and Gentlemen:
We
have acted as counsel to Ormat Technologies, Inc., a corporation organized under the laws of Delaware (the “Company”), in
connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”)
of an automatic shelf registration statement on Form S-3ASR (the “Registration Statement”) on the date hereof, relating to
the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale by (a) the Company
of (i) shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), (ii) shares of preferred stock
of the Company, par value $0.001 per share (the “Preferred Stock”), (iii) one or more series of debt securities of the Company
(the “Debt Securities”), (iv) warrants to purchase Common Stock, Preferred Stock, Debt Securities or Units, or any combination
thereof (“Warrants”) and (v) units consisting of Common Stock, Preferred Stock, Debt Securities and/or Warrants (“Units”)
and (b) the selling security holder identified therein of the shares of Common Stock listed in the “Selling Security Holders”
section of the Registration Statement (the “Selling Security Holder Shares). The shares of Common Stock that are being registered
for the issue and sale by the Company are referred to herein as the “Company Shares” and the Common Stock, the Preferred
Stock, the Debt Securities, the Warrants, the Units and the Selling Security Holder Shares are collectively referred to herein as the
“Securities”). The Securities that are being registered under the Registration Statement will have an indeterminate aggregate
initial offering price and will be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Securities
Act.
The
Registration Statement includes a base prospectus relating to the offer and sale of the Securities (the “Base Prospectus”),
which will be supplemented by one or more prospectus supplements in connection with the sale of the Securities. Each such prospectus
supplement, together with the Base Prospectus, is referred to herein as a “Prospectus.”
This
opinion letter is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion
is expressed herein as to any matter pertaining to the contents of the Registration Statement, the Base Prospectus or any Prospectus
filed pursuant to Rule 424(b) with respect thereto, other than as expressly stated herein with respect to the issue of the Securities.
In
connection with our opinions expressed below, we have examined originals or copies certified or otherwise identified to our satisfaction
of the following documents and such other documents, corporate records, certificates and other statements of government officials and
corporate officers of the Company as we deemed necessary for the purposes of the opinions set forth in this opinion letter:
| (a) | the
Registration Statement; |
| (c) | a
copy of the Company’s Fifth Amended and Restated Certificate of Incorporation (the
“Certificate of Incorporation,” dated May 9, 2024, filed as Exhibit 3.1 to the
Company’s Current Report on Form 8-K filed with the Commission on May 9, 2024; |
| (d) | a
copy of the Company’s Seventh Amended and Restated By-laws, dated August 3, 2022,
filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the
Commission on August 4, 2022; |
| (e) | a
copy of the resolutions adopted by the Company’s board of directors (the “Board”)
on December 10, 2024; |
| (f) | the
form indenture pursuant to which the Company’s Debt Securities are to be issued (the
“Indenture”),which is incorporated by reference as Exhibit 4.1 to the Registration
Statement; and |
| (g) | a
copy of a certificate of the Delaware Secretary of State, dated as of December 11, 2024,
certifying the good standing of the Company under the laws of the State of Delaware. |
We
have relied, to the extent we deem such reliance proper, upon such certificates or comparable documents of officers and representatives
of the Company and of public officials and upon statements and information furnished by officers and representatives of the Company with
respect to the accuracy of material factual matters contained therein which were not independently established by us. In rendering the
opinions expressed below, we have assumed, without independent investigation or verification of any kind, the genuineness of all signatures
on documents we have reviewed, the legal capacity and competency of all natural persons signing all such documents, the authenticity
and completeness of all documents submitted to us as originals, the conformity to authentic, complete original documents of all documents
submitted to us as copies, the truthfulness, completeness and correctness of all factual representations and statements contained in
all documents we have reviewed, the accuracy and completeness of all public records examined by us, and the accuracy of all statements
in certificates of officers of the Company that we reviewed.
In
rendering the opinions contained herein, we have assumed that: (i) the Registration Statement and any supplements and amendments thereto,
will comply with all applicable laws (and will remain effective and in compliance at the time of issuance of any Securities thereunder);
(ii) a prospectus supplement describing each class or series of Securities offered pursuant to the Registration Statement, to the extent
required by applicable law and relevant rules and regulations of the Commission, will be timely filed with the Commission and will comply
with all applicable laws; (iii) the definitive terms of each class or series of Securities will have been established in accordance with
the authorizing resolutions adopted by the Board (or an authorized committee thereof), the Certificate of Incorporation and applicable
law; (iv) the Company will issue and deliver the Securities in the manner contemplated by the Registration Statement including the Prospectus,
and any Securities that consist of shares of capital stock will have been authorized and reserved for issuance, in each case within the
limits of the then remaining authorized but unissued and unreserved amounts of such capital stock; (v) the resolutions authorizing the
Company to issue, offer and sell the Securities will have been adopted by the Board (or an authorized committee thereof) and will be
in full force and effect at all times when the Securities are offered or sold by the Company; (vi) all Securities will be issued and
sold in compliance with applicable federal and state securities laws or applicable laws or regulations or any agreement or other instrument
binding upon the Company; and (vii) any Indenture, form of note under such Indenture, form of Warrant, Warrant Agreement or Unit Agreement
(each as defined below) will be governed by and construed in accordance with the laws of the State of New York and will constitute a
valid and binding obligation of each party thereto other than the Company.
With
respect to any Securities consisting of Common Stock, we have further assumed that the Common Stock will be authorized, executed, countersigned
by the transfer agent or registrar therefor and delivered by the Company in accordance with applicable laws and sold as contemplated
in the Registration Statement.
With
respect to any Securities consisting of any series of Preferred Stock, we have further assumed that: (i) the certificate of designation,
approved by appropriate corporate action, relating to the Preferred Stock establishing the designations, preferences and rights of the
class or series of Preferred Stock (the “Certificate of Designation”), will have been authorized, executed and filed with
the Secretary of State of the State of Delaware and (ii) the Preferred Stock will be authorized, executed, countersigned by the registrar
and transfer agent therefor and delivered by the Company in accordance with the provisions of the Certificate of Designation and applicable
laws and sold as contemplated in the Registration Statement.
With
respect to any Securities consisting of any series of Debt Securities, we have further assumed that: (i) the Indenture will have been
authorized, executed and delivered by the Company and an entity selected by the Company to act as the trustee (the “Trustee”),
(ii) the Debt Securities will be issued pursuant to the Indenture, (iii) all terms of the Debt Securities not provided for in the Indenture
will have been established in accordance with the provisions thereof and reflected in appropriate documentation approved by appropriate
corporate action and, if applicable, executed and delivered by the Company and authenticated by the Trustee, (iv) the Debt Securities
will be authorized, executed, authenticated, issued and delivered by the Company and authenticated by the Trustee in accordance with
the provisions of the Indenture and applicable laws and sold as contemplated in the Registration Statement and (v) if the Debt Securities
are convertible into Common Stock or Preferred Stock of the Company, (x) such Common Stock or Preferred Stock of the Company will be
authorized by appropriate corporate action, (y) the Debt Securities will be presented for conversion in accordance with the terms thereof
and (z) such Common Stock or Preferred Stock of the Company will be executed, countersigned by the transfer agent therefor and delivered
by the Company upon such conversion, in accordance with the terms of such Debt Securities.
With
respect to any Securities consisting of any series of Warrants, we have further assumed that: (i) the warrant agreement (if applicable),
approved by appropriate corporate action, relating to the Warrants (the “Warrant Agreement”) to be entered into between the
Company and an entity selected by the Company to act as the warrant agent (the “Warrant Agent”) will have been authorized,
executed and delivered by the Company and the Warrant Agent and (ii) the Warrants will be authorized, executed, authenticated, issued
and delivered by the Company and the Warrant Agent in accordance with the provisions of the form of Warrant, the Warrant Agreement (if
applicable) and applicable laws and sold as contemplated in the Registration Statement.
With
respect to any Securities consisting of Units, we have further assumed that: (i) the unit agreement, approved by appropriate corporate
action, relating to the Units (the “Unit Agreement”) to be entered into between the Company and an entity selected by the
Company to act as the unit agent (the “Unit Agent”) will have been authorized, executed and delivered by the Company and
the Unit Agent and (ii) the Units and each component of Units will be authorized, executed, authenticated, issued, fully paid and non-assessable
(to the extent applicable) and delivered by the Company and the Unit Agent in accordance with the provisions of the Unit Agreement and
applicable laws and sold as contemplated in the Registration Statement and each component of the Units will constitute a valid and binding
obligation of the Company or any third party (to the extent applicable) as contemplated by the Registration Statement including the Prospectus
and the Unit Agreement.
With
respect to any Securities issuable upon exercise, exchange or conversion of other Securities, in addition to the above assumptions as
applicable, we have further assumed that such Securities issuable upon such exercise, exchange or conversion will be presented for exercise,
exchange or conversion in accordance with the terms thereof and authorized, executed, countersigned by the transfer agent or registrar
therefor and delivered by the Company upon such exercise, exchange or conversion in accordance with the terms thereof.
Based
upon the foregoing assumptions and the assumptions set forth below, and subject to the qualifications and limitations stated herein,
having considered such questions of law as we have deemed necessary as a basis for the opinions expressed below, we are of the opinion
that:
| 1. | The
Company Shares (including any Company Shares issuable upon exercise, exchange or conversion
of other Securities), upon receipt by the Company of such lawful consideration therefor as
the Board (or an authorized committee thereof) may determine, will be validly issued, fully
paid and non-assessable shares of common stock, par value $0.001 per share, of the Company. |
| 2. | The
Preferred Stock (including Preferred Stock issuable upon exercise, exchange or conversion
of other Securities), upon receipt by the Company of such lawful consideration therefor as
the Board (or an authorized committee thereof) may determine, will be validly issued, fully
paid and non-assessable shares of preferred stock, par value $0.001 per share, of the Company. |
| 3. | The
Debt Securities (including Debt Securities issuable upon exercise, exchange or conversion
of other Securities), upon receipt by the Company of such lawful consideration therefor as
the Board (or an authorized committee thereof) may determine, will constitute valid and binding
obligations of the Company under the laws of the State of New York, enforceable against the
Company in accordance with their terms, subject to (i) applicable bankruptcy, insolvency,
receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer
and other laws affecting the enforcement of creditors’ rights generally, and (ii) the
application of general principles of equity (whether applied by a court of law in equity
or at law). |
| 4. | The
Warrants, upon receipt by the Company of such lawful consideration therefor as the Board
(or an authorized committee thereof) may determine, will constitute valid and binding obligations
of the Company under the laws of the State of New York, enforceable against the Company in
accordance with their terms, subject to (i) applicable bankruptcy, insolvency, receivership,
conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws
affecting the enforcement of creditors’ rights generally, and (ii) the application
of general principles of equity (whether applied by a court of law in equity or at law). |
| 5. | The
Units, upon receipt by the Company of such lawful consideration thereof as the Board (or
an authorized committee thereof) may determine, will constitute valid and binding obligations
of the Company under the laws of the State of New York, enforceable against the Company in
accordance with their terms, subject to (i) applicable bankruptcy, insolvency, receivership,
conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws
affecting the enforcement of creditors’ rights generally, and (ii) the application
of general principles of equity (whether applied by a court of law in equity or at law). |
| 6. | The
Selling Security Holder Shares are validly issued, fully paid and non-assessable shares of
common stock, par value $0.001 per share, of the Company. |
The
opinions expressed above are limited to questions arising under the law of the State of New York and the Delaware General Corporation
Law. We do not express any opinion as to the laws of any other jurisdiction.
This
opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled
to rely upon it pursuant to the applicable provisions of the Securities Act.
The
opinions expressed above are as of the date hereof only, and we express no opinion as to, and assume no responsibility for, the effect
of any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation,
legislative and other changes in the law or changes in circumstances affecting any party. We assume no responsibility to update this
opinion letter for, or to advise you of, any such facts or circumstances of which we become aware, regardless of whether or not they
affect the opinions expressed in this opinion letter.
We
hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm as
counsel for the Company that has passed on the validity of the Securities appearing under the caption “Legal Matters” in
the Base Prospectus forming part of the Registration Statement or any Prospectus. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of
the Commission thereunder.
The
opinions expressed above are limited to the matters stated in this opinion letter, and no opinion is implied or may be inferred beyond
those expressly stated in this opinion letter.
Very
truly yours,
/s/
White & Case LLP
AJE/LKM/BM/CH/GJ
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of Ormat Technologies, Inc. of our report dated February 23, 2024 relating to the
financial statements and the effectiveness of internal control over financial reporting, which appears in Ormat Technologies, Inc.’s Annual
Report on Form 10-K for the year ended December 31, 2023. We also consent to the reference to us under the heading “Experts”
in such Registration Statement.
|
/s/ Kesselman & Kesselman |
| |
Certified Public Accountants (Isr.) |
| |
A member firm of PricewaterhouseCoopers International Limited |
| |
|
| |
Tel Aviv, Israel |
| |
December 11, 2024 |
Exhibit 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
Ormat
Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward
Securities
| | |
Security
Type | |
Security
Class
Title | |
Fee
Calculation or Carry Forward Rule | |
Amount
Registered | | |
Proposed
Maximum
Offering
Price Per
Unit | | |
Maximum
Aggregate
Offering Price | | |
Fee
Rate | | |
Amount
of
Registration
Fee | | |
Carry
Forward
Form
Type | | |
Carry
Forward
File
Number | | |
Carry
Forward
Initial
effective
date | | |
Filing
Fee
Previously
Paid In
Connection
with Unsold
Securities
to
be Carried
Forward | |
| Newly
Registered Securities |
| Fees
to Be Paid (Primary) | |
Equity | |
Common
Stock, $0.001 par value per share | |
Rule
456(b) and Rule 457(r) | |
| | (1) | |
| | (1) | |
| | (1) | |
| | (2) | |
| | (2) | |
| — | | |
| — | | |
| — | | |
| — | |
| |
Equity | |
Preferred
Stock, $0.001 par value per share | |
Rule
456(b) and Rule 457(r) | |
| | (1) | |
| | (1) | |
| | (1) | |
| | (2) | |
| | (2) | |
| — | | |
| — | | |
| — | | |
| — | |
| |
Debt | |
Debt
Securities | |
Rule
456(b) and Rule 457(r) | |
| | (1) | |
| | (1) | |
| | (1) | |
| | (2) | |
| | (2) | |
| — | | |
| — | | |
| — | | |
| — | |
| | |
Other | |
Warrants | |
Rule
456(b) and Rule 457(r) | |
| | (1) | |
| | (1) | |
| | (1) | |
| | (2) | |
| | (2) | |
| — | | |
| — | | |
| — | | |
| — | |
| | |
Other | |
Units | |
Rule
456(b) and Rule 457(r) | |
| | (1) | |
| | (1) | |
| | (1) | |
| | (2) | |
| | (2) | |
| — | | |
| — | | |
| — | | |
| — | |
| Fees
to Be Paid (Secondary) | |
Equity | |
Common
Stock, $0.001 par value per share | |
Rule
457(c) | |
| 6,676,077 | | |
| 78.24 | (3) | |
$ | 522,336,264.48 | | |
$ | 0.00015310 | | |
$ | 79,969.68 | | |
| — | | |
| — | | |
| — | | |
| — | |
| Fees
Previously Paid | |
N/A | |
N/A | |
N/A | |
| N/A | | |
| N/A | | |
| N/A | | |
| — | | |
| N/A | | |
| — | | |
| — | | |
| — | | |
| — | |
| Carry
Forward Securities |
| Carry
Forward Securities | |
N/A | |
N/A | |
N/A | |
| N/A | | |
| — | | |
| N/A | | |
| — | | |
| — | | |
| N/A | | |
| N/A | | |
| N/A | | |
| N/A | |
| Total
Offering Amounts | | |
| — | | |
$ | 522,336,264.48 | | |
| | | |
$ | 79,969.68 | | |
| — | | |
| — | | |
| — | | |
| — | |
| Total
Fees Previously Paid | | |
| — | | |
| — | | |
| | | |
| N/A | | |
| — | | |
| — | | |
| — | | |
| — | |
| Total
Fee Offsets | | |
| — | | |
| — | | |
| | | |
| N/A | | |
| — | | |
| — | | |
| — | | |
| — | |
| Net
Fee Due | | |
| — | | |
| — | | |
| | | |
$ | 79,969.68 | | |
| — | | |
| — | | |
| — | | |
| — | |
| (1) | An indeterminate amount of the securities of each identified
class is being registered as may from time to time be offered pursuant to this Registration Statement at indeterminate prices, along
with an indeterminate number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered
or sold pursuant to this Registration Statement. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement also covers any additional securities that may be offered or issued in connection with any stock
split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received
for securities that are issuable upon conversion, exercise or exchange of other securities. |
| (2) | The Registrant is relying on Rule 456(b) and Rule 457(r)
under the Securities Act to defer payment of all registration fees. In connection with the securities offered hereby, the Registrant
will pay “pay-as-you-go registration fees” in accordance with Rule 456(b). The Registrant will calculate the registration
fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date
of such fee payment. |
| (3) | Estimated solely for the purpose of calculating the registration
fee pursuant to Rules 457(c) of the Securities Act, and based upon the average of the high and low prices of the Registrant’s common
stock as reported on New York Stock Exchange on December 5, 2024. |
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