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.”