Item 1.01 Entry into a Material Definitive Agreement.

On November 18, 2020, Ormat Technologies, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters listed therein (the "Underwriters"), in connection with a public offering (the "Offering"), pursuant to which the Company agreed to issue and sell 4,150,000 shares of common stock (the "Base Shares"), par value $0.001 per share (the "Common Stock"), at a public offering price of $74.00 per share. In addition, the Company granted the Underwriters a 30-day option to purchase an additional 622,500 shares of Common Stock (the "Optional Shares" and, together with the Base Shares, the "Shares"). The Offering is expected to close on or about November 23, 2020, subject to customary closing conditions.

The estimated net proceeds from the Offering will be approximately $295.6 million, or approximately $340.0 million if the Underwriters exercise in full their option to purchase the Optional Shares, after deducting underwriting discounts and estimated offering expenses.

The Offering is being made pursuant to the Company's automatically effective shelf registration statement on Form S-3 (Registration No. 333-250110), which was previously filed on November 16, 2020 with the Securities and Exchange Commission (the "SEC"), and a prospectus supplement and accompanying prospectus, which were previously filed with the SEC.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make because of any of those liabilities.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

A copy of the opinion of White & Case LLP relating to the legality of the Shares is filed herewith as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit No. Description



1.1           Underwriting Agreement, dated November 18, 2020, between Ormat
            Technologies, Inc. and J.P. Morgan Securities LLC and BofA Securities,
            Inc., as representatives of the several underwriters listed therein.
5.1           Opinion of White & Case LLP.
23.1          Consent of White & Case LLP (included in Exhibit 5.1).
104         Cover page interactive data file (embedded within the Inline XBRL
            document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses