Via Renewables Files 8-K on Material Agreement, Shareholder Solicitation

TL;DR

**Via Renewables just filed an 8-K for a material agreement, likely needing shareholder vote.**

AI Summary

Via Renewables, Inc. filed an 8-K on January 2, 2024, reporting an event on December 29, 2023, related to an Entry into a Material Definitive Agreement and Regulation FD Disclosure. This filing indicates that the company is soliciting material pursuant to Rule 14a-12 under the Exchange Act, which typically relates to proxy solicitations for shareholder votes. This matters to investors because it signals a significant corporate action that will require shareholder approval, potentially impacting the company's future structure or operations.

Why It Matters

This filing indicates Via Renewables is undertaking a significant corporate action requiring shareholder approval, which could lead to changes in the company's strategic direction or ownership structure.

Risk Assessment

Risk Level: medium — The 'Entry into a Material Definitive Agreement' without specific details introduces uncertainty, which is a moderate risk for investors.

Analyst Insight

Investors should monitor for subsequent filings or press releases from Via Renewables, Inc. that provide specific details about the 'Material Definitive Agreement' to understand its potential impact on the company's valuation and future prospects.

Key Players & Entities

• Via Renewables, Inc. (company) — the registrant filing the 8-K
• December 29, 2023 (date) — date of the earliest event reported
• January 2, 2024 (date) — date the 8-K was filed
• Rule 14a-12 (regulation) — soliciting material under this Exchange Act rule
• NASDAQ Global Select Market (exchange) — where Via Renewables' Class A common stock is registered

Forward-Looking Statements

• Via Renewables will announce specific details of the 'Material Definitive Agreement' in a subsequent filing or press release. (Via Renewables, Inc.) — high confidence, target: Q1 2024
• The 'Material Definitive Agreement' will likely involve a significant transaction such as an acquisition, merger, or divestiture, given the need for shareholder solicitation. (Via Renewables, Inc.) — medium confidence, target: Q2 2024

FAQ

Key Financial Figures

• $0.01 — tered Class A common stock, par value $0.01 per share VIA The NASDAQ Global Sel
• $11.00 — d below, will be acquired by Parent for $11.00 per share in cash (the " Merger Conside
• $300,000.00 — tion with this Agreement, not to exceed $300,000.00 (the " Company Termination Fee "). If (

Filing Documents

• via_8k.htm (8-K) — 61KB
• via_ex21.htm (EX-2.1) — 368KB
• via_ex991.htm (EX-99.1) — 19KB
• 0001654954-24-000016.txt ( ) — 658KB
• spke-20231229.xsd (EX-101.SCH) — 6KB
• spke-20231229_lab.xml (EX-101.LAB) — 14KB
• spke-20231229_cal.xml (EX-101.CAL) — 1KB
• spke-20231229_pre.xml (EX-101.PRE) — 9KB
• spke-20231229_def.xml (EX-101.DEF) — 2KB
• via_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On December 29, 2023, Via Renewables, Inc., a Delaware corporation (the " Company "), Retailco, LLC, a Texas limited liability company (" Parent "), and NuRetailco LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (" Merger Sub "), entered into an Agreement and Plan of Merger (the " Agreement "). Pursuant to the Agreement, and upon the terms and subject to the conditions described therein and in accordance with the General Corporation Law of the State of Delaware, as amended, all of the Company's Class A common stock, par value $0.01 per share (the " Class A Common Stock "), except for certain shares described below, will be acquired by Parent for $11.00 per share in cash (the " Merger Consideration ") in a transaction in which Merger Sub will be merged with and into the Company (the " Merger ," and, collectively with the other transactions contemplated in the Agreement, the " Transactions "), with the Company surviving the Merger and becoming a wholly-owned subsidiary of Parent as a result of the Merger (the " Surviving Corporation "). Defined terms used in this Current Report on Form 8-K (this " Form 8-K ") but not defined herein have the meanings given to them in the Agreement, which is filed as an exhibit to this Form 8-K. Merger Consideration At the effective time of the Merger (the " Effective Time "), each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time, other than any Dissenting Shares (as defined in the Agreement) and any shares of Company Class A Common Stock held immediately prior to the Effective Time by (i) the Company or any of its subsidiaries (or held in the Company's treasury); (ii) by Parent, Merger Sub or any of their respective Subsidiaries; or (iii) by William Keith Maxwell, III and person or entity controlled by him (collectively the " Excluded Shares "), will be converted into the

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 2, 2024, the Company issued a press release announcing the execution of the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01. The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" with the SEC nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended (the " Securities Act ") or the Exchange Act. Additional Information and Where to Find It This Current Report on Form 8-K and the exhibits filed or furnished herewith may be deemed to be a solicitation material in respect of the Merger and Transactions. The Company intends to file a proxy statement and other relevant materials with the SEC in connection with any such solicitation of proxies from Company stockholders. COMPANY STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS IN THEIR ENTIRETY BEFORE MAKING A VOTING DECISION WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. 5 Stockholders will be able to obtain the proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC for no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge at the Company's website at http://www.viarenewables.com. Participants in the Solicitation The Company, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the Merger and Transactions. Information regarding the ownership of the Company's directors and executive officers in the Company's Common Stock is included in its SEC filings on Forms 3, 4, and 5, which can be found through the Company's website (http://www.viare

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of December 29, 2023, by and among Retailco, LLC, NuRetailco LLC and Via Renewables, Inc. 99.1 Press Release of Via Renewables, Inc., dated January 2, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The disclosure letter contemplated by this Agreement and Plan of Merger and the Exhibits to this Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to supplementally furnish to the SEC upon request any omitted disclosure letter or exhibit to the Agreement and Plan of Merger. 7

SIGNATURES

SIGNATURES 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. Dated: January 2, 2024 Via Renewables, Inc. By: /s/ Mike Barajas Name: Mike Barajas Title: Chief Financial Officer 8

View Full Filing

View this 8-K filing on SEC EDGAR