ORIX Corp Adjusts Stake in Ormat Technologies

TL;DR

ORIX Corp now owns 14.7% of Ormat Technologies after filing an amendment.

AI Summary

ORIX Corp, through its subsidiary ORIX Corporation USA, has amended its Schedule 13D filing regarding Ormat Technologies, Inc. as of December 13, 2024. The filing indicates a change in beneficial ownership, with ORIX Corp now holding 10,000,000 shares of Ormat Technologies' common stock, representing approximately 14.7% ownership. This amendment reflects a shift in their stake in the company.

Why It Matters

This filing signals a potential shift in the ownership structure and strategic interests of a significant shareholder in Ormat Technologies, which could influence future corporate actions or market perception.

Risk Assessment

Risk Level: medium — Changes in significant shareholder positions can indicate evolving strategies or potential future transactions, introducing uncertainty.

Key Numbers

• 10,000,000 — Shares Owned (ORIX Corp's direct ownership in Ormat Technologies)
• 14.7% — Ownership Stake (ORIX Corp's percentage of Ormat Technologies)

Key Players & Entities

• ORIX Corp (company) — Filing entity
• Ormat Technologies, Inc. (company) — Subject company
• ORIX Corporation USA (company) — Subsidiary involved in ownership
• 10,000,000 shares (dollar_amount) — Number of shares owned by ORIX Corp
• 14.7% (dollar_amount) — Percentage of ownership by ORIX Corp
• December 13, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class o
• $76.20 — ommon Stock at a price to the public of $76.20 per share, with net proceeds to the Rep
• $75.38 — net proceeds to the Reporting Person of $75.38 per share. The Reporting Person also gr

Filing Documents

• d852987dsc13da.htm (SC 13D/A) — 56KB
• d852987dex998.htm (EX-99.8) — 23KB
• 0001193125-24-278467.txt ( ) — 81KB

of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: Underwriting Agreement On December 11, 2024, in connection with a registered secondary public offering of Common Stock (the Secondary Offering), the Issuer, the Reporting Person and the underwriter named therein (the Underwriter) entered into an underwriting agreement (the Underwriting Agreement) pursuant to which the Reporting Person agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Reporting Person, subject to and upon the terms and conditions set forth therein, 3,700,000 shares of Common Stock at a price to the public of $76.20 per share, with net proceeds to the Reporting Person of $75.38 per share. The Reporting Person also granted the Underwriter a 30-day option (the Over-allotment Option) to purchase up to 555,000 shares of Common Stock at a price to the public of $76.20 per share, with net proceeds to the Reporting Person of $75.38 per share. The Underwriter has not yet exercised the Over-allotment Option. The Reporting Person completed the Secondary Offering on December 13, 2024. Lock-up Agreement In connection with the Secondary Offering, the Reporting Person agreed with the Underwriter, subject to specified exceptions, not to, and not to cause its direct or indirect affiliates to, offer, pledge or sell or otherwise transfer any shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock, for a period of 60 days after December 11, 2024, except with the prior written consent of the Underwriter. References to and descriptions of the Underwriting Agreement and Lock-up Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, each of which has been filed as an exhibit hereto and incorporated by reference herein. Termination of Governance and Cooperation Agreements Pursuant to th

of the Schedule 13D is hereby amended and restated in its entirety

Item 5 of the Schedule 13D is hereby amended and restated in its entirety. (a) (b) The Reporting Person has sole voting and dispositive power over 2,976,077 shares of Common Stock, representing 4.9% of the outstanding shares of Common Stock. Calculations at the percentage of shares of Common Stock beneficially owned are based on 60,493,641 shares of Common Stock issued and outstanding as of December 1, 2024, as reported in the Issuers prospectus supplement, dated December 11, 2024. 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) In connection with an underwritten secondary offering by the Issuer on December 13, 2024, the Reporting Person sold 3,700,000 shares of Common Stock (the Offering). The Reporting Person has not otherwise effected any transactions in Common Stock within the prior 60 days. (d) Not applicable. (e) As a result of the transactions described herein, on December 13, 2024, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock. The filing of this Amendment No. 5 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Person. Item6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby amended and supplemented by the addition at the end thereof of the information set forth in

of this Amendment No. 5

Item 4 of this Amendment No. 5. Item7. Material to Be Filed as Exhibits

of the Schedule 13D is hereby amended and supplemented by the addition at the end thereof

Item 7 of the Schedule 13D is hereby amended and supplemented by the addition at the end thereof: Exhibit Number Description 7 Underwriting Agreement, dated December 11, 2024, between Ormat Technologies, Inc., Goldman Sachs & Co. LLC and ORIX Corporation (incorporated by reference to Exhibit 1.1 of the Issuers Current Report on Form 8-K, filed on December 13, 2024). 8 Lock-Up Agreement, dated December 11, 2024, between Goldman Sachs & Co. LLC and ORIX Corporation.

SIGNATURES

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 : December 13, 2024 ORIX Corporation By: /s/ Nobuomi Iokamori Name: Nobuomi Iokamori Title: Senior Managing Director, ORIX Corporation 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 Japan Satoru Matsuzaki Director, Senior Managing Executive Officer, Head of Corporate Business Headquarters of ORIX Corporation, Chairperson, ORIX Auto Corporation, Chairperson, ORIX Rentec Corporation Japan Stan Koyanagi Director, Senior Managing Executive Officer, Global General Counsel of ORIX Corporation, Responsible for Legal Function Unit USA Yasuaki Mikami Director, Senior Managing Executive Officer, Responsible for Corporate Unit Function, Responsible for Work Style Reform Project Japan Hidetake Takahashi Director, Senior Managing Executive Officer, Head of Energy and Eco Services Headquarters, Group Strategy Business Unit, Responsible for Global Investment Strategy, Japan Michael Cusumano Outside Director and Independent Director of ORIX Corporation Deputy Dean and Professor, Faculty of Management, Sloane School of Management at Massachusetts Institute of Technology USA Sakie Akiyama Outside Director and Independent Director of ORIX Corporation Founder, Saki Corporation Outside Director, Sony Corporation Outside Director, Mitsubishi Corporation J

View Full Filing

View this SC 13D/A filing on SEC EDGAR