Via Renewables Faces Delisting/Listing Transfer

TL;DR

Via Renewables might be delisted or moving its listing - big changes ahead for traders.

AI Summary

On June 13, 2024, Via Renewables, Inc. announced a significant event related to its listing status. The company is providing notice of delisting or failure to satisfy a continued listing rule or standard, and also a transfer of listing. This filing indicates potential changes to where and how the company's securities are traded.

Why It Matters

This filing signals potential changes in the trading venue for Via Renewables' securities, which could impact liquidity and investor access.

Risk Assessment

Risk Level: high — Delisting or a transfer of listing can significantly impact a company's stock liquidity, investor confidence, and overall market perception.

Key Players & Entities

• Via Renewables, Inc. (company) — Registrant
• June 13, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.01 — stered Class A common stock, par value $0.01 per share VIA The NASDAQ Global Sel
• $11.00 — and converted into the right to receive $11.00 in cash per share, without interest (th

Filing Documents

• ny20031078x2_8k.htm (8-K) — 53KB
• ny20031078x2_ex99-1.htm (EX-99.1) — 23KB
• 0001140361-24-030015.txt ( ) — 265KB
• via-20240613.xsd (EX-101.SCH) — 5KB
• via-20240613_def.xml (EX-101.DEF) — 18KB
• via-20240613_lab.xml (EX-101.LAB) — 27KB
• via-20240613_pre.xml (EX-101.PRE) — 20KB
• ny20031078x2_8k_htm.xml (XML) — 7KB

01

Item 2.01 Completion of Acquisition or Disposition of Assets. On June 13, 2024 (the "Closing Date"), Via Renewables, Inc., a Delaware corporation (the "Company"), consummated the previously announced merger contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 29, 2023, by and among 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"), pursuant to which Merger Sub was merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger (the "Surviving Corporation"), following which William Keith Maxwell, III and his affiliates became the registered or beneficial owners of all of the issued and outstanding shares of the Surviving Corporation's Class A common stock, par value $0.01 per share (the "Class A Common Stock") and Class B common stock, par value $0.01 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"). At the close of business on March 25, 2024 (the "Record Date") and prior to the Merger, Mr. Maxwell and his affiliates owned approximately 65.7% of the issued and outstanding shares of the Common Stock. The board of directors of the Company (the "Board") (other than Mr. Maxwell, the Chairman of the Board, who abstained and did not attend or participate in the meeting), based on the unanimous recommendation of a special committee of the Board comprised entirely of independent and disinterested directors, determined that (a) the terms of the Merger Agreement, the Merger, the Merger Consideration (as defined below) and the transactions contemplated by the Merger Agreement (the "Transactions"), were fair to, and in the best interests of the Company and its shareholders (other than the holders of shares (i) (a) held by the Company or any subsidiary of the Company, or (b) held or b

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. On the Closing Date, the Company notified the NASDAQ of the consummation of the Merger and requested that (i) trading of Class A Common Stock be suspended at the closing of trading on June 13, 2024 and (ii) the NASDAQ file with the SEC a notification of removal from listing on Form 25 in order to delist the Class A Common Stock from the NASDAQ and deregister the Class A Common Stock under Section 12(b) of the Exchange Act. Following the effectiveness of the Form 25, the Surviving Corporation intends to file with the SEC a Form 15 with respect to the Class A Common Stock, requesting that the Class A Common Stock be deregistered under the Exchange Act, and that the reporting obligations of the Company with respect to the Class A Common Stock under Sections 13 and 15(d) of the Exchange Act be suspended.

03

Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated herein by reference. At the Effective Time, each holder of outstanding shares of Class A Common Stock, other than the Maxwell Shares, ceased to have any rights as a shareholder of the Company other than the right to receive the Merger Consideration (or in the case of Dissenting Shares, the right to receive payment of such amounts that are payable in accordance with Section 262 of the DGCL, unless and until such shareholder loses, waives or withdraws its rights as a dissenting shareholder).

01

Item 8.01 Other Events. On June 13, 2024, the Company issued a press release announcing the consummation of the Merger. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Financial Statements and Exhibits

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. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on January 2, 2024) 99.1 Press Release of Via Renewables, Inc., dated June 13, 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 such Agreement and Plan of Merger 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 exhibits to the Agreement and Plan of Merger. 3 EXHIBIT INDEX 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. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on January 2, 2024) 99.1 Press Release of Via Renewables, Inc., dated June 13, 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 such Agreement and Plan of Merger 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 exhibits to the Agreement and Plan of Merger. 4

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: June 13, 2024 Via Renewables, Inc. By: /s/ Mike Barajas Name: Mike Barajas Title: Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR