Via Renewables Files Proxy Materials

TL;DR

Via Renewables filed proxy docs, fee paid. All clear for shareholder votes.

AI Summary

Via Renewables, Inc. filed a Definitive Additional Materials proxy statement on May 13, 2024. The filing relates to the company's proxy materials, previously filed, and indicates that a filing fee was paid previously with preliminary materials. The company, formerly known as Spark Energy, Inc., is incorporated in Delaware and headquartered in Houston, Texas.

Why It Matters

This filing is a procedural update for Via Renewables' proxy statement, indicating that the company has completed the necessary steps for its shareholder communications regarding upcoming corporate decisions.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement amendment and does not introduce new financial risks or significant operational changes.

Key Players & Entities

• Via Renewables, Inc. (company) — Registrant
• Spark Energy, Inc. (company) — Former company name
• 0001140361-24-025721 (filing_id) — Accession Number
• 20240513 (date) — Filing Date

FAQ

Key Financial Figures

• $56,362 — Merger, for which Jones Walker was paid $56,362) , which the Special Committee conclude
• $9.41 — es per share of Class A Common Stock of $9.41 to $30.22 based on the Company's adjust
• $30.22 b — are of Class A Common Stock of $9.41 to $30.22 based on the Company's adjusted EBITDA fo
• $9.89 — twelve months ended September 30, 2023, $9.89 to $27.21 based on the Company's estima
• $27.21 b — nths ended September 30, 2023, $9.89 to $27.21 based on the Company's estimated adjusted
• $9.48 — the year ending December 31, 2023, and $9.48 to $17.61 based on the Company's estima
• $17.61 b — ending December 31, 2023, and $9.48 to $17.61 based on the Company's estimated adjusted
• $11.00 — compared to the Merger Consideration of $11.00 per share of Class A Common Stock in th
• $24 — are of Class A Common Stock of $9.41 to $24.54, as compared to the Merger Considera
• $69.2 million — 2.5x to 3.5x to the Company's estimated $69.2 million adjusted EBITDA for the year ending Dec
• $40.2 m — rojected unlevered free cash flows were $40.2 million, $36.3, million and $ 34.2 millio
• $36 — red free cash flows were $40.2 million, $36.3, million and $ 34.2 million for the y
• $59.9 million — mately 7.4 million and the net debt was $59.9 million . Unlevered free cash flow was calculat
• $9.28 — ge per share of Class A Common Stock of $9.28 to $17.90, as compared to the Merger Co
• $17 — are of Class A Common Stock of $9.28 to $17.90, as compared to the Merger Considera

Filing Documents

• ef20028982_defa14a.htm (DEFA14A) — 227KB
• image00001.jpg (GRAPHIC) — 5KB
• 0001140361-24-025721.txt ( ) — 235KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Via Renewables, Inc. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. VIA RENEWABLES, INC. 12140 Wickchester Ln., Suite 100 Houston, Texas 77079 SUPPLEMENT TO DEFINITIVE PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS OF VIA RENEWABLES, INC. TO BE HELD ON MAY 23, 2024 May 13, 2024 This is a supplement (this " Proxy Supplement ") to the definitive proxy statement dated March 28, 2024 (the " Definitive Proxy Statement ") of Via Renewables, Inc., a Delaware corporation (the " Company , " " we ," " us " or " our "), that was mailed to you in connection with the solicitation of proxies for use at the special meeting (the " Special Meeting ") of shareholders to be held on May 23, 2024 at 10:00 a.m., Central Time, via live webcast on the Internet at www.virtualshareholdermeeting.com/VIA2024SM for the following purposes: (1) to consider and vote on a proposal (the " Merger Proposal ") to approve the Agreement and Plan of Merger, dated as of December 29, 2023 (the " Merger Agreement "), 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 ") (2) to consider and vote on a proposal (the " Compensation Proposal ") to approve, by non-binding, advisory vote, compensation that may become payable to the Company's named executive officers in connection with the Merger and (3) to consider and vote on a proposal (the " Adjournment Proposal ") to adjourn the Special Meeting from time to time, if necessary or appropriate (as determined in good faith by the Company), to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to obtain the Requisite Company Vote (as defined in the accompanying proxy statement). March 25, 2024 was the record date for the purpose of determining the shareholders who are entitled to receive notice of, and to vote at, the Special Meeting or any adjournments or postponements thereof. The Board unanimously recommends that you vote (i) FOR the Merger Proposal, (ii) FOR the non-binding, advisory Compensation Proposal, and (iii) FOR the Adjournment Proposal, if necessary or appropriate. No action in connection with this Proxy Supplement to the Definitive Proxy Statement is required by any shareholder who previously delivered a proxy. Demand Letters Since the filing of the Definitive Proxy Statement, the Company has received several demand letters from alleged shareholders (the " Demand Letters "). The Demand Letters generally allege, among other things, violations of Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934 (the " Exchange Act ") and Rule 14a-9 promulgated thereunder. The Company has also received requests for production of documents under Section 220 of the General Corporation Law of the State of Delaware, and has provided documentation in response (the " Records Requests "). The Demand Letters generally allege, among other things, that the Definitive Proxy Statement is materially incomplete and misleading, and that it omits, among other things, information concerning the Company's financial forecasts; the scope and terms of B. Riley's engagement and the financial analyses conducted by B. Riley in support of its fairness opinion; services previously provided by B. Riley or Jones Walker to the Company and other parties; the scope and terms of the non-disclosure agreements entered into between the Company and potential bidders in connection with a potential strategic transaction involving the Company; and certain additional information about the members of the Special Committee. 1 The Company is not aware of any lawsuits that have been filed as a result of the Demand Letters or Records Request. The Company believes that the Demand Letters are without merit. The Company believes that no further disclosure is required to supplement the Definitive Proxy Statement under applicable law, material, or even useful for the Company's shareholders. The Company further notes that a significant portion of the information requested in the Demand Letters has already been made ava

View Full Filing

View this DEFA14A filing on SEC EDGAR