Genie Energy Ltd. (NYSE: GNE, GNEPRA) will renew an offer to exchange
up to 7,145,409 shares of its outstanding Class B Common Stock for
shares of its Series 2012-A Preferred Stock.
The Company's offer will be on the same terms as the previous exchange
offer, which closed on October 10, 2012 with the exchange of 1,604,591
shares of Class B Common Stock for an equal number of shares of
Preferred Stock. The renewed offer will cover approximately one-third of
the outstanding common stock, and Howard Jonas, Chairman and controlling
stockholder, will not exchange any shares of common stock he owns or
controls. The exchange will again be on a one-for-one basis.
The Series 2012-A Preferred Stock has a liquidation preference of $8.50
per share, and dividend rights that are senior to distributions 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 is
redeemable, in whole or in part, at the option of Genie following
October 11, 2016 at 101% of the Liquidation Preference plus accrued and
unpaid dividends, and following October 11, 2017 at the Liquidation
Preference plus accrued and unpaid dividends. In connection with the
prior exchange offer, the Company suspended payment of dividends on its
Class A and Class B Common Stock.
Ira Greenstein, President of Genie, said, "We recently offered our
stockholders the opportunity to exchange shares of our Class B Common
Stock for Preferred Stock, which provides a senior dividend right and
priority on distributions with less participation in the future growth
of our businesses. We want to ensure that all interested stockholders
have the opportunity to participate, and are launching a new offer on
the same terms covering those shares not taken up in the prior offer."
Howard Jonas, Chairman of Genie, added, "Our Preferred Stock is a very
different security than our Class B Common Stock. It provides holders
with a healthy dividend yield that is supported by our strong balance
sheet and operations, particularly our retail energy provider business.
We believe that our Preferred Stock, with a robust trading market on the
NYSE, can serve as a potential financing vehicle, and can also be used
as currency in exploiting various opportunities. First and foremost, we
must be fair to our current stockholders and allow them the opportunity
to choose the type of security they wish to hold. Regardless of whether
you are a common or preferred holder, you will benefit from the
synergies of our two operating segments and the excellent management and
scientific teams at Genie."
The exchange offer will commence when the definitive materials
(including an Offer to Exchange and Letter of Transmittal) are filed
with the Securities and Exchange Commission and made available to
Genie's stockholders and will remain open for at least twenty business
days. When the offer begins, Genie will file with the Securities and
Exchange Commission and mail the exchange offer documents to
stockholders together with the full details of the offer including
complete instructions on the exchange process procedure, the transmittal
forms and other data.
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Genie Energy to Renew Exchange Offer for Preferred Stock
Nov. 19, 2012
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Source: Copyright Business Wire 2012
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