Genie Energy Ltd. (Form: 8-K, Received: 10/14/2021 17:06:40)

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 14, 2021

GENIE ENERGY LTD.

(Exact name of registrant as specified in its charter)

Delaware

1-35327

45-2069276

(State or other jurisdiction

of incorporation)

(Commission File Number)

(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)-2 of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class B common stock, par value $.01 per share	GNE	New York Stock Exchange
Series 2012-A Preferred stock, par value $.01 per share	GNE.PRA	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 October 14, 2021, Genie Energy Ltd. (the “Registrant”) issued the attached release (the “Release”) relating to the Registrant’s decision to suspend the planned public offering and spin-off of its European retail energy supply business, Oriel Energy, in light of the impacts of the extreme volatility in the United Kingdom’s energy markets on the retail energy supply industry. A copy of the Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The Registrant 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 October 14, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 14, 2021

EXHIBIT INDEX

Exhibit
Number

Document

99.1

Press Release, dated October 14, 2021.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit 99.1

Genie Energy Suspends Plan to Spin-Off European Energy Supply Business

NEWARK NJ (October 14, 2021): Genie Energy Ltd (NYSE: GNE, GNEPRA) announced today that it has suspended the planned public offering and spin-off of its European retail energy supply business, Oriel Energy, in light of the impacts of the extreme volatility in the United Kingdom’s energy markets on the retail energy supply industry.

“The turbulence in the United Kingdom’s wholesale energy markets in recent weeks combined with the UK’s price cap system has significantly impacted the ability of independent energy suppliers, including our UK subsidiary, Orbit Energy, to operate,” said Michael Stein, Genie Energy’s CEO. “Accordingly, we are suspending the planned capital raise and spin-off of our European operations while we exit the UK market and work to ensure continuity of supply for our customers. While our Orbit Energy subsidiary has a comprehensive program to manage near-term exposure to commodity price volatility, our decision reflects our assessment of longer term challenges in the market.”

Genie Energy’s Orbit Energy subsidiary served approximately 119,000 meters in the UK at June 30, 2021 including both electricity and natural gas customers.

“Since we will no longer be investing in new meter acquisition in the UK, we expect that our decision will positively impact our bottom line in the coming quarters. Elsewhere in our business, we are excited by the opportunities ahead across our markets. We continue to work to expand our Scandinavian and US retail customer bases and accelerate the rapid growth of our domestic renewables businesses,” Mr. Stein added.

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, GNEPRA), is a global provider of energy services. The Genie Retail Energy division supplies electricity, including electricity from renewable resources, and natural gas to residential and small business customers in the United States. The Genie Retail Energy International division supplies customers in Europe and Asia. The Genie Energy Services division includes Diversegy, a commercial and industrial brokerage and consultative services company, and Genie Solar Energy and Prism Solar, which design, supply and install commercial solar solutions. For more information, visit Genie.com.

Contact:

Hayden IR

Brian Siegel

P: (346) 396-8696

E-mail: brian@haydenir.com

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