Genie Energy Ltd., (NYSE: GNE) has initiated an offer to exchange up to
8,750,000 outstanding shares of its Class B Common Stock for the same
number of shares of a new series of preferred stock.
The preferred stock will have a liquidation preference of $8.50 per
share, and dividend rights that are senior to dividends on the common
stock, in an annual amount of $0.6375 per share, plus the potential for
an increase in the dividend related to the performance of Genie’s retail
energy provider (REP) business. The preferred stock will be redeemable
by Genie after four years at a premium and after five years at the
liquidation preference plus accrued dividends.
Genie anticipates that following the payment of its second quarter
dividend, dividends on its common stock will be suspended for an
As of August 2, 2012, there were 1,574,326 shares of Genie Class A
Common Stock and 21,415,060 shares of Genie Class B Common Stock
outstanding. The Class A shares are convertible into Class B shares on a
one for one basis.
The exchange offer is made upon the terms and conditions set forth in
the Offer to Exchange dated August 2, 2012, and the related Letter of
Transmittal, which have been filed with the Securities and Exchange
Commission and are being made available to holders of Genie Class B
Common Stock (see below).
The offer will expire at 5:00 p.m. EST, on Wednesday, September 5, 2012,
unless extended by Genie. Tenders of shares of Class B Common Stock must
be made prior to the expiration of the exchange offer and may be
withdrawn at any time prior to the expiration of the exchange offer.
The consummation of the exchange offer is conditioned on at least
4,375,000 shares of Class B Common Stock being tendered and not properly
withdrawn in the exchange offer. This condition may be waived by the
This press release is for informational purposes only and is neither an
offer to purchase nor a solicitation to buy any shares of our Class B
Common Stock, nor is it a solicitation for acceptance of the exchange
offer. The exchange is only being made by, and pursuant to, the terms of
the exchange offer documents, including the Offer to Exchange and the
related Letter of Transmittal, that Genie is distributing to holders of
its Class B Common Stock. The Offer to Exchange and the related Letter
of Transmittal have also been filed with the SEC as an exhibit to
Genie’s Schedule TO and will be sent to holders of its Class B Common
Stock. Those documents contain details of the exchange offer, including
complete instructions on the exchange procedure along with the
transmittal forms and other data.
Holders of our Class B Common Stock should read the exchange offer
documents because they contain important information. Stockholders can
get the exchange offer documents without charge from the website of the
SEC at www.sec.gov.
Holders of our Class B Common Stock will also be able to obtain the
exchange offer documents from Genie without charge by directing a
request to Genie Energy Ltd., 550 Broad Street, Newark, New Jersey
07102, Attention: Bill Ulrey, Vice President-Investor Relations and
External Affairs, Telephone: (973) 438-3838.
Genie’s Board of Directors has approved the exchange offer. However,
neither Genie nor its Board of Directors makes any recommendation to any
stockholder as to whether to tender or refrain from tendering any
shares. Genie has not authorized any person to make any such
ABOUT GENIE ENERGY LTD.
Genie Energy Ltd. (NYSE: GNE) is comprised of IDT Energy and Genie Oil
and Gas (GOGAS). IDT Energy is a retail energy provider (REP) supplying
electricity and natural gas to residential and small business customers
in the Northeastern United States. GOGAS is pioneering technologies to
produce clean and affordable transportation fuels from the world's
abundant oil shale and other unconventional fuel resources. GOGAS
resource development projects include oil shale initiatives in Colorado
and Israel. For more information, visit www.genie.com.
In this press release, all statements that are not purely about
historical facts, including, but not limited to, those in which we use
the words “believe,” “anticipate,” “expect,” “plan,” “intend,”
“estimate, “target” and similar expressions, are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. While these forward-looking statements
represent our current judgment of what may happen in the future, actual
results may differ materially from the results expressed or implied by
these statements due to numerous important factors, including, but not
limited to, those described in our most recent report on SEC Form 10
(under the headings “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”), which may
be revised or supplemented in subsequent reports on SEC Forms 10-K, 10-Q
and 8-K. These factors include, but are not limited to, the
following: potential declines in prices for our products and services;
our ability to maintain our income and improve our cash flow; impact of
government regulation; effectiveness of our marketing and distribution
efforts; and general economic conditions. We are under no
obligation, and expressly disclaim any obligation, to update the
forward-looking statements in this press release, whether as a result of
new information, future events or otherwise.