October 2, 2019
Nathan Kroeker
President and Chief Executive Officer
Spark Energy, Inc.
12140 Wickchester, Suite 100
Houston, Texas 77079
Re: Spark Energy, Inc.
Registration Statement on Form S-3
Filed September 20, 2019
File No. 333-233863
Dear Mr. Kroeker:
We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed September 20, 2019
Choice of Forum, page 23
1. We note your disclosure that "[y]our certificate of incorporation provides that unless
[you] consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for" certain actions disclosed in your filing. Please amend your filing to clearly disclose the extent to which this provision applies to federal securities law claims, including whether the provision applies to claims under the Exchange Act and/or the Securities Act. In this regard, Section 27 of the Exchange Act grants exclusive jurisdiction to the federal courts for all claims arising under the Exchange Act, including derivative actions.
Nathan Kroeker
FirstName LastNameNathan Kroeker
Spark Energy, Inc.
Comapany 2019
October 2, NameSpark Energy, Inc.
October 2, 2019 Page 2
Page 2
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Katherine Bagley, Staff Attorney, at (202) 551-2545 or Mara Ransom,
Office Chief at (202) 551-3264 with any questions.
Sincerely,
Division of Corporation Finance
CF Office of Energy &
Transportation cc: Clinton H. Smith