Current Report Filing (8-k)
October 09 2020 - 4:29PM
Edgar (US Regulatory)
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2020-10-08
2020-10-08
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2020-10-08
2020-10-08
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GNE:Series2012aPreferredStockParValue.01PerShareMember
2020-10-08
2020-10-08
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities 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
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1-35327
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45-2069276
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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520 Broad Street
Newark, New Jersey
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07102
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(Address of principal executive offices)
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(Zip Code)
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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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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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
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Trading Symbol
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Name of each exchange on
which registered
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Class B common stock, par value $.01 per share
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GNE
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New York Stock Exchange
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Series 2012-A Preferred stock, par value $.01 per share
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GNE.PRA
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New York Stock Exchange
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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
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Completion of Acquisition or Disposition of Assets.
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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
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Financial Statements and Exhibits.
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(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.
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.
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GENIE ENERGY LTD.
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By:
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/s/ Michael Stein
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Name: Michael Stein
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Title: Chief Executive Officer
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Dated: October 9, 2020
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