UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
October 28, 2026
Commission File Number 001-36761
Kenon Holdings
Ltd.
1 Temasek Avenue #37-02B
Millenia Tower
Singapore 039192
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
EXHIBIT 99.1 TO THIS REPORT ON FORM 6-K IS INCORPORATED
BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-201716) OF KENON HOLDINGS LTD. AND IN THE PROSPECTUSES RELATING TO
SUCH REGISTRATION STATEMENT.
Exhibits
99.1 Press Release, dated October 28, 2026: Kenon’s Subsidiary OPC Energy Ltd. Announces Financing Agreement for Shore and Maryland Power Plants
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
KENON HOLDINGS LTD. |
| |
|
|
| Date: October 28, 2026 |
By: |
/s/ Robert L. Rosen |
| |
|
Name: Robert L. Rosen |
| |
|
Title: Chief Executive Officer |
Exhibit 99.1
Kenon’s
Subsidiary OPC Energy Ltd. Announces Financing
Agreement for
Shore and Maryland Power Plants
Singapore, October 28, 2026. Kenon Holdings
Ltd.’s (NYSE: KEN, TASE: KEN) (“Kenon”) subsidiary OPC Energy Ltd. (“OPC”) has announced that
CPV Generation Holdings, LLC (the “Borrower”), a wholly-owned indirect subsidiary of CPV Group LP (which is 71% owned
by OPC) (“CPV”), which holds 100% of the Shore and Maryland power plants (natural gas-fired combined-cycle power plants
with capacities of 725 MW and 745 MW, respectively) (the “Projects”), has entered into a new $825 million financing
agreement with a syndicate of lenders (the “Financing Agreement”). Certain key terms of the Financing Agreement announced
by OPC are set out below.
The Financing Agreement, which is non-recourse
to CPV, is expected primarily to be used to repay the existing project financing arrangements of the Projects and to fund a dividend distribution
of approximately $130 million at closing to CPV. The principal amount of $825 million is comprised of a $625 million term loan B, a $125
million letter of credit facility, and a $75 million revolving credit facility, which may be used for cash disbursements or for letters
of credit. The maturity date of the term loan is the seventh anniversary of the closing date. The interest rate under the term loan is
equal to a SOFR-based interest rate plus a spread of 2.5%. The ancillary facilities also bear interest and commitment fees.
The Financing Agreement is subject to conditions
precedent to closing and includes customary financial covenants and other obligations including a negative pledge, limitations on debt
incurrence, asset sales and distributions, among others, as well as customary undertakings, limitations, events of default and repayment
provisions.
The Financing Agreement is secured by a first-ranking
pledge on each of the Projects and their assets as well as a pledge over the equity interests in the Borrower.
Caution Concerning Forward-Looking Statements
This press release includes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements
by words or phrases such as “may,” “will,” “expect,” “estimate,” “intend,”
“plan,” “believe,” “likely to,” “should,” or other similar expressions. These statements
include statements relating to the Financing Agreement, the terms of the Financing Agreement, the intended use of proceeds and other non-historical
statements. These forward-looking statements are based on current expectations or beliefs and are subject to uncertainty and changes in
circumstances. These forward-looking statements are subject to a number of risks and uncertainties which could cause the actual results
to differ materially from those indicated in Kenon’s forward-looking statements. Such risks include risks relating to the Financing
Agreement, including compliance with the terms of and covenants in the Financing Agreement, the closing of the Financing Agreement and
the disbursement of the loan amounts and the use of proceeds, the risk of default under the Financing Agreement and other risks, including
those set forth under the heading “Risk Factors” in Kenon’s most recent Annual Report on Form 20-F filed with the U.S.
Securities and Exchange Commission. Except as required by law, Kenon undertakes no obligation to update these forward-looking statements,
whether as a result of new information, future events, or otherwise.
