Mike Barajas
Chief Financial Officer
12140 Wickchester Lane, Suite 100
Houston Texas 77079
(713) 600-2600
|
Retailco, LLC
c/o William Keith Maxwell, III
12140 Wickchester Lane, Suite 100
Houston Texas 77079
(713) 600-2600
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Clint H. Smith
Thomas D. Kimball
Jones Walker LLP
201 St. Charles Avenue, Suite 5100
New Orleans, Louisiana 70170
(504) 582-8429
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Darrell Taylor
Cokinos Young
1221 Lamar, 16th Floor
Houston, Texas 77010
(713) 535-5556
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a.
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☒
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The filing of solicitation materials or an information statement subject to Regulation 14A (§§ 240.14a-1 through 240.14b-2), Regulation 14C (§§ 240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§ 240.13e-3(c)) under the Securities
Exchange Act of 1934 (“the Act”).
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b.
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☐
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The filing of a registration statement under the Securities Act of 1933.
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c.
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☐
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A tender offer.
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d.
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☐
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None of the above.
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•
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Each of the outstanding shares of the Class A Common Stock other than (i) the Excluded Shares and (ii) Dissenting Shares will be canceled and converted into the right to receive the Merger Consideration;
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• |
each Excluded Share will be canceled without payment of any consideration thereof;
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• |
each Dissenting Share will be canceled and converted into the right to receive payment of such amounts that are payable in accordance with Section 262 of the DGCL and will not have the right to receive the Merger Consideration,
unless and until such shareholder loses, waives or withdraws its rights as a dissenting Company shareholder; and
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• |
each share of capital stock of the Merger Sub will be converted into one share of Class A Common Stock of the Surviving Corporation.
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Item 1.
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Summary Term Sheet.
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Item 2.
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Subject Company Information.
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(a) |
Name and Address. The Company’s name and the address and
telephone of its principal executive offices are as follows:
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(b) |
Securities. The subject class of equity securities is the
shares of Class A Common Stock. As of March 11 , 2024, 3,232,701 shares of Class A Common Stock were outstanding.
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(c)
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Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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(d)
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Dividends. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(e)
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Prior Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference: |
(f)
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Prior Stock Purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Item 3.
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Identity and Background of Filing Person.
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(a)-(c) |
Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Item 4.
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Terms of the Transaction.
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(a)(1)
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Tender Offers. Not applicable.
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(a)(2)
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Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(c) |
Different Terms. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
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(d) |
Appraisal Rights. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
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(e) |
Provisions for Unaffiliated Security Holders. The information
set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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(f) |
Eligibility for Listing or Trading. Not applicable.
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Item 5.
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Past Contacts, Transactions, Negotiations and Agreements.
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(a) |
Transactions. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
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(b)-(c) |
Significant Corporate Events; Negotiations or Contacts. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(e) |
Agreements Involving the Subject Company’s Securities. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Item 6.
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Purposes of the Transaction and Plans or Proposals.
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(b)
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Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Item 7.
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Purposes, Alternatives, Reasons and Effects.
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(a) |
Purposes. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
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(b) |
Alternatives. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
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(c)
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Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(d)
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Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Item 8.
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Fairness of the Transaction.
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(a)-(b) |
Fairness; Factors Considered in Determining Fairness. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(c) |
Approval of Security Holders. The information set forth in the
Proxy Statement under the following caption is incorporated herein by reference:
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(d)-(e) |
Unaffiliated Representative; Approval of Directors. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(f) |
Other Offers. The information set forth in the Proxy Statement
under the following caption is incorporated herein by reference:
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Item 9.
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Reports, Opinions, Appraisals and Negotiations.
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(a)-(c) |
Report, Opinion, or Appraisal; Preparer and Summary of the Report, Opinion, or Appraisal; Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Item 10.
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Source and Amounts of Funds or Other Consideration.
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(a); (c) |
Source of Funds; Expenses. The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference:
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(b)
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Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(d) |
Borrowed Funds. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
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Item 11.
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Interest in Securities of the Subject Company.
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(a) |
Securities Ownership. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
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(b) |
Securities Transactions. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
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Item 12.
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The Solicitation or Recommendation.
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(d) |
Intent to Tender or Vote in a Going-Private Transaction. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(e) |
Recommendations of Others. The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference:
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Item 13.
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Financial Statements.
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(a) |
Financial Information. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
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(b) |
Pro Forma Information. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
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Item 14.
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Persons/Assets, Retained, Employed, Compensated or Used.
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(a) |
Solicitations or Recommendations. The information set forth in
the Proxy Statement under the following captions is incorporated herein by reference:
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(b) |
Employees and Corporate Assets. Not applicable.
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Item 15.
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Additional Information.
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(b) |
Golden Parachute Payments. The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference:
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(c) |
Other Material Information. The information set forth in the
Proxy Statement, including all appendices thereto, is incorporated herein by reference.
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Item 16.
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Exhibits.
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Exhibit No.
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Exhibit
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Preliminary Proxy Statement of Via Renewables, Inc. (included in the Schedule 14A filed with the Securities and Exchange Commission on March 12 , 2024 and incorporated herein by reference (the “Proxy
Statement”).
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Form of Proxy Card (included in the Proxy Statement and incorporated herein by reference).
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Letter to Company Shareholders (included in the Proxy Statement and incorporated herein by reference).
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Notice of Special Meeting of Shareholders (included in the Proxy Statement and incorporated herein by reference).
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Press Release dated January 2, 2024 (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on January 2, 2024).
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Credit Agreement and Guaranty dated as of August 15, 2023 by and among Retailco, LLC, TxEx Energy Investments, LLC, NuDevco Retail, LLC, as Borrowers, and William Keith Maxwell, III, Electric Holdco, LLC, NuDevco Retail Holdings, LLC, as
Guarantors; Woodforest National Bank, a national banking association, as administrative agent, lead arranger and sole bookrunner; and Origin Bank, as syndication agent.
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Opinion of B. Riley Securities, Inc. (incorporated herein by reference to Appendix C of the Proxy Statement).
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Preliminary Presentation, dated December 7, 2023 of B. Riley Securities, Inc. to the Special Committee.
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Presentation, dated December 29, 2023 of B. Riley Securities, Inc. to the Special Committee.
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Presentation, dated January 10, 2024 of B. Riley Securities, Inc. to the Special Committee.
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Presentation, dated January 18, 2024 of B. Riley Securities, Inc. to the Special Committee.
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Presentation, dated January 26, 2024 of B. Riley Securities, Inc. to the Special Committee.
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Agreement and Plan of Merger, dated December 29, 2023, among Retailco, LLC, NuRetailco LLC and Via Renewables, Inc. (incorporated herein by reference to Appendix A of the Proxy Statement).
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Support Agreement, dated as of December 29, 2023, by and between Retailco, LLC, TxEx Energy Investments, LLC, a Texas limited liability company, Electric HoldCo, LLC, a Texas limited liability company, NuDevco Retail Holdings, LLC, a
Texas limited liability company, NuDevco Retail, LLC, a Texas limited liability company, and W. Keith Maxwell, III (incorporated herein by reference to Appendix B of the Proxy Statement).
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Section 262 of the General Corporation Law of the State of Delaware (incorporated herein by reference to Appendix D of the Proxy Statement).
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(g)
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None.
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(h)
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None.
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Filing Fee Table.
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*
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Previously filed with the Schedule 13E-3 filed with the SEC on February 12, 2024.
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** |
Filed herewith.
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#
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Confidential information has been redacted from this exhibit and filed separately with the SEC. Confidential treatment has been requested with respect to this redacted information.
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Date: March 12 , 2024
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VIA RENEWABLES, INC.
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By:
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/s/ Mike Barajas
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Name:
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Mike Barajas
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Title:
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Chief Financial Officer
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Date: March 12 , 2024
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RETAILCO, LLC
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By:
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/s/ W. Keith Maxwell, III
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Name:
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W. Keith Maxwell, III
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Title:
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Chief Executive Officer
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Date: March 12 , 2024
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NURETAILCO LLC
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By:
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/s/ W. Keith Maxwell, III
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Name:
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W. Keith Maxwell, III
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Title:
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President and Secretary
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Date: March 12 , 2024
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W. KEITH MAXWELL, III
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/s/ W. Keith Maxwell, III
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Date: March 12, 2024
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TXEX ENERGY INVESTMENTS, LLC
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By:
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/s/ W. Keith Maxwell, III
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Name :
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W. Keith Maxwell, III
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Title :
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Chief Executive Officer
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Date: March 12, 2024
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ELECTRIC HOLDCO, LLC
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By:
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/s/ W. Keith Maxwell, III
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Name:
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W. Keith Maxwell, III
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Title:
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Chief Executive Officer
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Date: March 12, 2024
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NUDEVCO RETAIL HOLDINGS, LLC
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By:
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/s/ W. Keith Maxwell, III
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Name:
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W. Keith Maxwell, III
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Title:
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Chief Executive Officer
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Date: March 12, 2024
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NUDEVCO RETAIL, LLC
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By:
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/s/ W. Keith Maxwell, III
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Name:
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W. Keith Maxwell, III
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Title:
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Chief Executive Officer
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Project Bluebonnet - Go-Shop Outreach Summary
|
|
Total Buyers Contacted
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52
|
NDAs Currently in Process
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1
|
NDAs Executed / VDR Access Sent
|
2
|
Passed / Declined (Pre-NDA)
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3
|
Passed / Declined (Post-NDA)
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0
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Total Buyers Contacted
|
|
Algonquin Power
|
LS Power Equity Partners
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Ara Partners
|
Macquarie
|
Avangrid
|
Mitsubishi Corporation (Boston Energy)
|
Blackstone (Kindle Energy)
|
Mitsui & Co., Ltd.
|
Brookfield Asset Management Inc.
|
NextEra Energy, Inc. (Gexa)
|
Calpine Corporation
|
Nonantum Capital
|
CrossPlane Capital
|
Nordic Energy
|
EDP
|
NRG Energy, Inc.
|
Elliott Management
|
Octopus Energy
|
Energy Capital
|
OGE
|
Energy Harbor Corporation
|
One Rock Capital Partners
|
ENGIE North America
|
Onward Energy (Southwest Generation)
|
Evergy
|
Rock Hill
|
Eversource Energy
|
Royal Dutch Shell
|
Exelon Corporation
|
Staple Street Capital
|
Forte Energy
|
Starwood Energy Group
|
Freepoint Energy Solutions
|
Sunnova Energy Corporation
|
Genie Energy Ltd.
|
Talen Energy (PPL Energy Solutions)
|
Hanwha Energy Corporation
|
TexGen
|
Hastings Equity
|
The AES Corporation
|
Hearthstone Utilities
|
TOTAL S.A.
|
Hicks Equity Partners
|
Turnbridge Capital
|
I Squared Capital Advisors
|
VAI, Inc.
|
Interstate Gas Supply, Inc.
|
Vistra Energy Corp. (NYSE: VST)
|
JP Morgan Asset Management
|
Warburg Pincus
|
Legacy Trust
|
Whitedeer Energy
|
NDAs Currently in Process
|
|
**
|
NDAs Executed/VDR Access Sent
|
|
**
|
|
**
|
Passed / Declined (Pre-NDA)
|
|
CrossPlane Capital
|
|
Genie Energy Ltd.
|
|
One Rock Capital Partners
|
Passed / Declined (Post-NDA)
|
|
** - Confidential information has been redacted from this exhibit and filed separately with the U.S. Securities and Exchange Commission. Confidential treatment has
been requested with respect to this redacted information.
|
Project Bluebonnet - Go-Shop Outreach Summary
|
|
Total Buyers Contacted
|
52
|
NDAs Currently in Process
|
0
|
NDAs Executed / VDR Access Sent
|
3
|
Passed / Declined (Pre-NDA)
|
8
|
Passed / Declined (Post-NDA)
|
0
|
Total Buyers Contacted
|
|
Algonquin Power
|
LS Power Equity Partners
|
Ara Partners
|
Macquarie
|
Avangrid
|
Mitsubishi Corporation (Boston Energy)
|
Blackstone (Kindle Energy)
|
Mitsui & Co., Ltd.
|
Brookfield Asset Management Inc.
|
NextEra Energy, Inc. (Gexa)
|
Calpine Corporation
|
Nonantum Capital
|
CrossPlane Capital
|
Nordic Energy
|
EDP
|
NRG Energy, Inc.
|
Elliott Management
|
Octopus Energy
|
Energy Capital
|
OGE
|
Energy Harbor Corporation
|
One Rock Capital Partners
|
ENGIE North America
|
Onward Energy (Southwest Generation)
|
Evergy
|
Rock Hill
|
Eversource Energy
|
Royal Dutch Shell
|
Exelon Corporation
|
Staple Street Capital
|
Forte Energy
|
Starwood Energy Group
|
Freepoint Energy Solutions
|
Sunnova Energy Corporation
|
Genie Energy Ltd.
|
Talen Energy (PPL Energy Solutions)
|
Hanwha Energy Corporation
|
TexGen
|
Hastings Equity
|
The AES Corporation
|
Hearthstone Utilities
|
TOTAL S.A.
|
Hicks Equity Partners
|
Turnbridge Capital
|
I Squared Capital Advisors
|
VAI, Inc.
|
Interstate Gas Supply, Inc.
|
Vistra Energy Corp. (NYSE: VST)
|
JP Morgan Asset Management
|
Warburg Pincus
|
Legacy Trust
|
Whitedeer Energy
|
NDAs Currently in Process
|
|
|
NDAs Executed / VDR Access Sent
|
|
**
|
|
**
|
|
**
|
Passed / Declined (Pre-NDA)
|
|
Ara Partners
|
Nonantum Capital
|
CrossPlane Capital
|
One Rock Capital Partners
|
Genie Energy Ltd.
|
Rock Hill
|
Mitsubishi Corporation (Boston Energy)
|
Turnbridge Capital
|
Passed / Declined (Post-NDA)
|
|
** - Confidential information has been redacted from this exhibit and filed separately with the U.S. Securities and Exchange Commission. Confidential treatment
has been requested with respect to this redacted information.
|
Project Bluebonnet - Go-Shop Outreach Summary
|
|
Total Buyers Contacted
|
52
|
NDAs Currently in Process
|
0
|
NDAs Executed / VDR Access Sent
|
2
|
Passed / Declined (Pre-NDA)
|
8
|
Passed / Declined (Post-NDA)
|
1
|
Total Buyers Contacted
|
|
Algonquin Power
|
LS Power Equity Partners
|
Ara Partners
|
Macquarie
|
Avangrid
|
Mitsubishi Corporation (Boston Energy)
|
Blackstone (Kindle Energy)
|
Mitsui & Co., Ltd.
|
Brookfield Asset Management Inc.
|
NextEra Energy, Inc. (Gexa)
|
Calpine Corporation
|
Nonantum Capital
|
CrossPlane Capital
|
Nordic Energy
|
EDP
|
NRG Energy, Inc.
|
Elliott Management
|
Octopus Energy
|
Energy Capital
|
OGE
|
Energy Harbor Corporation
|
One Rock Capital Partners
|
ENGIE North America
|
Onward Energy (Southwest Generation)
|
Evergy
|
Rock Hill
|
Eversource Energy
|
Royal Dutch Shell
|
Exelon Corporation
|
Staple Street Capital
|
Forte Energy
|
Starwood Energy Group
|
Freepoint Energy Solutions
|
Sunnova Energy Corporation
|
Genie Energy Ltd.
|
Talen Energy (PPL Energy Solutions)
|
Hanwha Energy Corporation
|
TexGen
|
Hastings Equity
|
The AES Corporation
|
Hearthstone Utilities
|
TOTAL S.A.
|
Hicks Equity Partners
|
Turnbridge Capital
|
I Squared Capital Advisors
|
VAI, Inc.
|
Interstate Gas Supply, Inc.
|
Vistra Energy Corp. (NYSE: VST)
|
JP Morgan Asset Management
|
Warburg Pincus
|
Legacy Trust
|
Whitedeer Energy
|
NDAs Currently in Process
|
|
NDAs Executed / VDR Access Sent
|
|
** | |
** | |
|
Passed / Declined (Pre-NDA)
|
|
Ara Partners
|
Nonantum Capital
|
CrossPlane Capital
|
One Rock Capital Partners
|
Genie Energy Ltd.
|
Rock Hill
|
Mitsubishi Corporation (Boston Energy)
|
Turnbridge Capital
|
Passed / Declined (Post-NDA)
|
|
** |
** - Confidential information has been redacted from this exhibit and filed separately with the U.S. Securities and Exchange Commission. Confidential treatment has
been requested with respect to this redacted information.
|