8-K
Genie Energy Ltd. (GNE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 8, 2020
GENIE ENERGY LTD.
(Exact name of registrant as specified in its charter)
| Delaware | 1-35327 | 45-2069276 |
|---|---|---|
| (State or other jurisdictionof incorporation) | (Commission File Number) | (IRS EmployerIdentification No.) |
| 520 Broad StreetNewark, New Jersey | 07102 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (973) 438-3500
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b)-2 of the Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange onwhich registered |
|---|---|---|
| Class B common stock, par value $.01 per share | GNE | New York Stock Exchange |
| Series 2012-A Preferred stock, par value $.01 per share | GNE.PRA | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
|---|
On October 8, 2020, certain subsidiaries of Genie Energy Ltd. (the “Registrant”) entered into an agreement (the “Agreement”) with Energy Global Investments Pty Ltd (“EGC”) Energy Global Company Pty Ltd., Timothy Szakacs. Tom Gilpin (Szakacs and Gilpin, the “EGC Principals”) and Shoreditch Energy Limited (“Shoreditch”) whereby Genie Energy UK Ltd. (“GEUK”) purchased EGC’s interest in Shoreditch, the joint venture that offers electricity and natural gas service to residential and small business customers in the U.K., under the trade name Orbit Energy, in exchange for a cash payment of One Million Two Hundred Eighty Eight Thousand One Hundred Forty Nine Pounds (£1,288,149) (US$1,666,794 on the date of closing) offset by One Hundred Eighty Six Thousand Nine Hundred Twelve Pounds (£186, 912) (US$241,854 on the date of closing) in amounts owing from EGC to Genie under a loan provided to EGC in 2018 related to EGC’s capital contributions to Shoreditch. Following the transaction, Shoreditch is a wholly-owned subsidiary of GEUK.
Following the transaction, EGC has no rights in management of Shoreditch, the EGC Principals have resigned as directors of Shoreditch, and GEUK has complete control over the activities of Shoreditch.
The transaction was announced in a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(a) Financial Statements of Businesses Acquired.
Not filed with this report. Pursuant to Item 9.01(a)(4) of Form 8-K, the Registrant hereby undertakes to file such information by amendment to this report by December 22, 2020.
(b) Pro Forma Financial Information.
Not filed with this report. Pursuant to Items 9.01(b)(2) 9.01(a)(4) of Form 8-K, the Registrant hereby undertakes to file such information by amendment to this report as soon as it is available and in any event by December 22, 2020.
| (d) | Exhibits. |
|---|---|
| Exhibit No. | Document |
| --- | --- |
| 99.1 | Press Release, dated October 9, 2020. |
1
SIGNATURE
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 hereunto duly authorized.
| GENIE ENERGY LTD. | |
|---|---|
| By: | /s/ Michael Stein |
| Name: Michael Stein | |
| Title: Chief Executive Officer |
Dated: October 9, 2020
2
EXHIBIT INDEX
| ExhibitNumber | Document |
|---|---|
| 99.1 | Press Release dated October 9, 2020. |
3
Exhibit 99.1
Genie Energy Announces Purchase of Partner’s Interest in Orbit Energy JV
Genie Energy Increases Investment in OrbitEnergy, its Retail Energy Supplier in the UK, for Long Term Growth
NEWARK, NJ – October 9, 2020: Genie Energy Ltd., (NYSE: GNE, GNEPRA), a global provider of energy services, announced that it has purchased the outstanding 24% interest in its retail energy supply joint venture operating in the United Kingdom (U.K.) from its former joint venture partner. The venture, which operates under the trade name Orbit Energy, provides electricity and natural gas service to over 100,000 residential meters in the U.K.’s deregulated retail energy market. The purchase price was approximately $1.7 million. Net of repayment of outstanding loans, Genie paid approximately $1.4 million.
Following the transaction, Orbit Energy’s operating company is a wholly owned subsidiary of Genie Energy. Genie will consolidate Orbit’s results in its financial reporting under the Genie Retail Energy International (GREI) Segment.
“Since its launch two years ago, our Orbit Energy initiative has validated our approach to the retail energy supply business in the United Kingdom and proven the potential for long term growth in this exciting market,” said Michael Stein, Genie Energy’s Chief Executive Officer. “With the purchase of the outstanding interest in Orbit, we continue to expand our international portfolio of rapidly growing retail energy suppliers.”
Gail Parker, CEO of Orbit Energy, added, “Genie’s investment provides a streamlined management structure that will help us to respond nimbly as we continue to execute on our growth strategy. We will continue to provide the outstanding service and value that our customers here in the UK expect.”
About Genie Energy Ltd.:
Genie Energy Ltd., (NYSE: GNE, GNEPRA) is a global energy solutions company. We supply homes and small businesses in the US, Europe and Asia with electricity including electricity generated from renewable resources and with natural gas. We provide commercial and industrial clients with energy brokerage and consultative services through our Diversegy brand. Through Genie Solar Energy and Prism Solar, we design, construct and install commercial solar energy solutions. For more information, visit https://genie.com/.
Contact:
Genie Energy Investor Relations
Bill Ulrey
P: (973) 438-3848
E-mail: invest@genie.com