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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): November 19, 2024

 

GENIE ENERGY LTD.

(Exact Name of Registrant as Specified in its Charter)

 

1-35327

(Commission File Number)

 

Delaware   45-2069276
(State or other jurisdiction
of incorporation)
  (IRS Employer
Identification No.)

 

520 Broad Street
Newark, 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of each exchange on which registered
Class B common stock, par value $.01 per share   GNE   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 7.01 Regulation FD Disclosure.

 

On November 19, 2024, the Company issued the attached release (the “Press Release”) relating to the Company closing on a $7.2 million fixed rate term loan financing on a portfolio of operating solar generation assets. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

The Company is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 7.01 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC.

 

Item 8.01 Other Events.

 

The information contained in Item 7.01 above is incorporated herein by reference into this Item 8.01.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Document
99.1   Press Release, dated November 19, 2024.
104   Cover Page Interactive Data File, formatted in Inline XBRL document

 

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: November 19, 2024

 

2

 

 

Exhibit Index

 

Exhibit No.   Document
99.1   Press Release, dated November 19, 2024.
104   Cover Page Interactive Data File, formatted in Inline XBRL document

 

3

 

Exhibit 99.1

 

 

Genie Energy Closes on Solar Generation Project Financing

 

NEWARK, NJ – November 19, 2024:  Genie Energy Ltd., (NYSE: GNE), a retail energy and renewable energy solutions provider, today announced that it has closed on a loan financing on a portfolio of operating solar generation assets.

 

The $7.4 million fixed rate term loan secured through National Cooperative Bank (NCB) provides project financing for a solar array portfolio rated for an aggregate 10MW. The arrays, which Genie purchased through its Sunlight Energy subsidiary during the past year, provide power to educational facilities in three Midwestern states through direct fixed-price solar power purchase agreements (PPAs).

 

Michael Stein, CEO of Genie Energy, commented, “I am very pleased to complete the financing of this portfolio. These assets have generated revenue and profitability in line with expectations since we acquired them. The financing provided by NCB increases the arrays’ return on equity and more broadly, represents a key element of our solar generation strategy within our Genie Renewables division. We expect to continue to utilize project financing to optimize our capital structure, maximize equity returns, increase capacity for new product development and enhance profitability for projects we develop or acquire going forward.”

 

At September 30, 2024, Genie Renewable’s development pipeline of 96 MW comprised two utility-scale projects under construction and an additional 17 projects in various stages of pre-construction development.

 

In this press release, all statements that are not purely about historical facts, including, but not limited to, those in which we use the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate, “target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  While these forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors, including, but not limited to, those described in our most recent report on SEC Form 10-K (under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), which may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K.  We are under no obligation, and expressly disclaim any obligation, to update the forward-looking statements in this press release, whether as a result of new information, future events or otherwise. 

 

About Genie Energy Ltd.: 

 

Genie Energy Ltd., (NYSE: GNE) is a leading retail energy and renewable energy solutions provider. The Genie Retail Energy division (GRE) supplies electricity, including electricity from renewable resources, and natural gas to residential and small business customers in the United States. The Genie Renewables division’s (GREW) holdings include Genie Solar, a vertically-integrated provider of community and utility-scale solar energy solutions, and Diversegy, an energy procurement advisor. For more information, visit Genie.com.

 

Contact

 

Genie Energy Investor Relations

Bill Ulrey

P. (973) 738-3848

E-mail:invest@genie.com

 

# # # 

 

 

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