Genie Energy Ltd., (NYSE: GNE) has commenced an offer to exchange up to 7,145,409 outstanding shares of its Class B Common Stock for the same number of shares of its Series 2012-A Preferred Stock. This is a renewal of a prior offer that expired on October 10, 2012 resulting in the exchange of 1,604,591 shares of Class B Common Stock for an equal number of shares of Preferred Stock.
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.
As of November 26, 2012, there were 1,574,326 shares of Genie Class A Common Stock, 19,799,860 shares of Genie Class B Common Stock and 1,604,591 shares of Preferred 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 November 26, 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 Tuesday, January 15, 2013, 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 Tenders of shares of Class B Common Stock must be made prior to the expiration of the exchange offer and may be withdrawn at any time prior to the expiration of the exchange offer.