SEC Form SC 13D/A filed by Ormat Technologies Inc. (Amendment)

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and

Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

Ormat Technologies, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

686688102

(CUSIP Number)

Nobuomi Iokamori

World Trade Center Building SOUTH TOWER, 2-4-1 Hamamatsu-cho, Minato-ku

Tokyo 105-5135, Japan

Telephone: +81-3-6777-3537

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 25, 2022

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 686688102		13D		Page 1 of 3 Pages

 

1		Names of Reporting Persons     ORIX Corporation
2		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)     OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Japan

Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power     6,676,077
				8		Shared Voting Power     0
				9		Sole Dispositive Power     6,676,077
				10		Shared Dispositive Power     0

11		Aggregate Amount Beneficially Owned by Each Reporting Person     6,676,077
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     11.9%
14		Type of Reporting Person     CO

CUSIP No. 686688102		13D		Page 2 of 3 Pages

 

Item 1.

Security and Issuer.

This Amendment No. 4 to the statement on Schedule 13D (the “Amendment”) relates to the Common Stock, $0.001 par value per share (the “Common Stock”) of Ormat Technologies, Inc. (the “Issuer”), whose principal executive offices are located at 6140 Plumas Street, Reno, Nevada, 89519-6075.

This Amendment is being filed solely for the purpose of amending the Reporting Person’s percentage ownership of the Issuer’s Common Stock following the Closing of the Over-Allotment Option (as defined below) pursuant to the previously announced underwritten secondary offering (the “Offering”) by the Issuer on November 25, 2022, pursuant to which the Reporting Person sold an additional 562,500 shares of Common Stock.

This Amendment amends and supplements the Schedule 13D originally filed by the Reporting Person (as defined below) on July 26, 2017, as amended by Amendment No. 1 filed by the Reporting Person on April 14, 2020, as further amended by Amendment No. 2 filed by the Reporting Person on November 27, 2020, and as further amended by Amendment No. 3 filed by the Reporting Person on November 23, 2022. Unless otherwise defined herein, capitalized terms shall have the meaning given to them in the Original Schedule 13D.

 

Item 2.

Identity and Background.

The Amendment is being filed by ORIX Corporation (the “Reporting Person”), a Japanese corporation. The business address of the Reporting Person is World Trade Center Building, South Tower, 2-4-1 Hamamatsu-cho, Minato-ku, Tokyo 105-5135, Japan. The Reporting Person is principally engaged in the business of providing diversified global financial services.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Person (collectively, the “Related Persons”) are set forth on Schedule A hereto.

During the last five years, neither the Reporting Person nor the Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 4.

Purpose of Transaction.

This Amendment amends and supplements Item 4(a) as follows:

Underwriting Agreement

On November 16, 2022, in connection with the Offering, the Reporting Person entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed therein (the “Underwriters”) and the Issuer, pursuant to which the Reporting Person agreed to sell 3,750,000 shares of the Common Stock at an offering price of $90.00 per share (or $87.75 net of underwriting discounts). In addition, the Reporting Person granted the Underwriters a 30-day option to purchase an additional 562,500 shares of Common Stock (the “Over-allotment Option”). The Reporting Person completed the Offering on November 21, 2022. On November 22, 2022, the Underwriters exercised the Over-allotment Option, which closed on November 25, 2022.

 

Item 5.

Interest in Securities of the Issuer.

(a) – (b)

The Reporting Person has sole voting and dispositive power over 6,676,077 shares of Common Stock, representing 11.9% of the outstanding shares of Common Stock. Calculations of the percentage of shares of Common Stock beneficially owned is based on 56,085,468 shares of Common Stock issued and outstanding as of November 11, 2022, as reported in the Issuer’s prospectus supplement, dated November 16, 2022. The Reporting Person is a publicly traded company with common stock listed on the Tokyo Stock Exchange and American depositary shares listed on the New York Stock Exchange. The directors of the Reporting Person are listed on Annex A hereto.

 

(c)	Not applicable.

 

(d)

None.

 

(e)	Not applicable.

CUSIP No. 686688102		13D		Page 3 of 3 Pages

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Item 4 of this Amendment No. 4 is incorporated by reference into this Item 6.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 29, 2022

 

SCHEDULE A

The name, present principal occupation or employment and citizenship of each of the executive officers and directors of the Reporting Person are set forth below. The business address of each individual is c/o ORIX Corporation, World Trade Center Building, SOUTH TOWER, 2-4-1 Hamamatsu-cho, Minato-ku, Tokyo 105-5135, Japan.

Directors

 

Name		Present Principal Occupation or Employment		Citizenship
Makoto Inoue		Director, Representative Executive Officer, President and Chief Executive Officer, Responsible for Group Strategy Business Unit of ORIX Corporation		Japan
Shuji Irie		Director, Senior Managing Executive Officer, Head of Investment and Operation Headquarters of ORIX Corporation		Japan
Satoru Matsuzaki		Director, Senior Managing Executive Officer, Head of Corporate Business Headquarters of ORIX Corporation,   Chairman, ORIX Auto Corporation,   Chairman, ORIX Rentec Corporation		Japan
Yoshiteru Suzuki		Director, Senior Managing Executive Officer of ORIX Corporation,   President and Chief Executive Officer, ORIX Corporation USA		Japan
Stan Koyanagi		Director, Managing Executive Officer, Global General Counsel, Responsible for Legal and Compliance Headquarters of ORIX Corporation		USA
Michael Cusumano		Outside Director and Independent Director of ORIX Corporation   Deputy Dean, Faculty of Management, Sloan School of Management, Massachusetts Institute of Technology   Professor, Faculty of Management, Sloane School of Management at Massachusetts Institute of Technology   Outside Director, Multitude SE		USA
Sakie Akiyama		Outside Director and Independent Director of ORIX Corporation   Founder, Saki Corporation   Outside Director, Sony Corporation   Outside Director, JAPAN POST HOLDINGS Co., Ltd.   Outside Director, Mitsubishi Corporation		Japan
Hiroshi Watanabe		Outside Director and Independent Director of ORIX Corporation   President, Institute for International Monetary Affairs   Outside Director, Mitsubishi Materials Corporation		Japan
Aiko Sekine		Outside Director and Independent Director of ORIX Corporation   Professor, Waseda University, Faculty of Commerce   Member of the Nominating Committee, International Federation of Accountants   Trustee, International Valuation Standards Council   Advisor, Japanese Institute of Certified Public Accountants   Outside Audit and Supervisory Board Member, Sumitomo Riko Company Limited   Outside Audit and Supervisory Board Member, IHI Corporation		Japan
Chikatomo Hodo		Outside Director and Independent Director of ORIX Corporation   Outside Director, Konica Minolta Inc.   Outside Director, Mitsubishi Chemical Holdings Corporation		Japan
Noriyuki Yanagawa		Outside Director and Independent Director of ORIX Corporation   Professor, Faculty of Economics of Graduate School of Economics at the University of Tokyo		Japan

Executive Officers

 

Name		Present Principal Occupation or Employment		Citizenship
Yasuaki Mikami		Managing Executive Officer		Japan
Hidetake Takahashi		Managing Executive Officer		Japan
Hitomaro Yano		Executive Officer		Japan
Toyonori Takahashi		Executive Officer		Japan
Yasuhiro Tsuboi		Executive Officer		Japan
Michio Minato		Executive Officer		Japan
Tetsuya Kotera		Executive Officer		Japan
Eiji Arita		Executive Officer		Japan
Seiichi Miyake		Executive Officer		Japan
Tomoko Kageura		Executive Officer		Japan
Nobuki Watanabe		Executive Officer		Japan
Hiroyuki Ido		Executive Officer		Japan
Kiyoshi Habiro		Executive Officer		Japan
Ryujiro Tokuma		Executive Officer		Japan
Hao Li		Executive Officer		Hong Kong
Toshinari Fukaya		Group Managing Executive		Japan
Hiroko Yamashina		Group Executive		Japan
Yuji Kamiyauchi		Group Executive		Japan
Takaaki Nitanai		Group Executive		Japan
Nobuhisa Hosokawa		Group Executive		Japan