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Note 11 - Subsequent Events
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 11 — SUBSEQUENT EVENTS

 

Senior Unsecured Bonds - Series 4

 

On July 1, 2020, the Company concluded an auction tender and accepted subscriptions for senior unsecured bonds comprised of NIS 1.0 billion aggregate principal amount (the “Senior Unsecured Bonds - Series 4”). The Senior Unsecured Bonds - Series 4 were issued in New Israeli Shekels and converted to approximately $290 million using a cross-currency swap transaction shortly after the completion of such issuance. The Senior Unsecured Bonds - Series 4 bear interest at a fixed rate of 3.35% per annum, payable semi-annually in arrears starting December 2020 and will be repaid in 10 equal annual payments commencing June 2022 unless prepaid earlier by the Company pursuant to the terms and conditions of the trust instrument that governs the Senior Unsecured Bonds - Series 4. The proceeds from the Senior Unsecured Bonds - Series 4 will be used to pay the total consideration of $43.9 million, net of the Pomona purchase transaction as further detailed below, repay certain existing indebtedness and support the Company's growth plans.

 

Cross Currency Swap

 

Shortly after the issuance of the Senior Unsecured Bonds - Series 4, the Company entered into a long-term cross currency swap (the "Cross Currency Swap") to hedge the currency rate fluctuations related to the aggregated principal amount and interest of the Senior Unsecured Bonds - Series 4 at an average fixed rate of 4.34%. The terms of the Cross Currency Swap match those of the Senior Unsecured Bonds - Series 4, including the notional amount of the principal and interest payment dates. The Company will account for the Cross Currency Swap as a cash flow hedge under ASC 815, Derivatives and Hedging, and accordingly will measure the Cross Currency Swap instrument at fair value. The changes in the Cross Currency Swap fair value will initially be recorded in Other Comprehensive Income (Loss) and will be reclassified to "Derivatives and foreign currency transactions gains (losses)" in the same period or periods during which the hedged transaction affects earnings in order to offset such amounts in the same line item in the condensed consolidated statements of operations and comprehensive income.

 

Cash Dividend

 

On August 4, 2020, the Board of Directors of the Company declared, approved and authorized payment of a quarterly dividend of $5.6 million ($0.11 per share) to all holders of the Company’s issued and outstanding shares of common stock on August 18, 2020, payable on September 1, 2020.

 

Energy storage assets portfolio purchase transaction

 

On July 20, 2020, the Company closed on a transaction to acquire 100% of the 20MW/80MWh Pomona Energy Storage ("Pomona") facility in California from Alta Gas Power Holdings (U.S.) Inc. for a total consideration of $43.9 million, net of working capital and other adjustments totaling $3.1 million. The Pomona facility has been in commercial operation since December 2016 under a 10-year energy storage resource agreement with Southern California Edison Company.

 

The Pomona facility is one of the largest battery storage assets in operation in the region and is the Company's first battery storage asset in California. The purchase is increasing the Company's operating portfolio to 73MW/136MWh and adding to its battery storage assets in New Jersey, New England and Texas.

 

The Company will account for the transaction under ASC 805, Business Combinations and is currently evaluating the accounting related to the Pomona facility purchase transaction. The Company expects to consolidate Pomona in its consolidated financial statements starting at the acquisition date.