This Tender Offer Statement on Schedule TO relates to the offer by Via Renewables, Inc., a Delaware corporation (the “Company”), to purchase up to 800,000 shares of 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), at a purchase price of $22.50 per share, in cash, upon the terms and subject to the conditions described in the Offer to Purchase, dated November 15, 2024 (the “Offer to Purchase”), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Tender Offer”), a copy of which is attached hereto as Exhibit (a)(1)(B). This Tender Offer Statement on Schedule TO is being filed in accordance with Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The information contained in the Offer to Purchase and the Letter of Transmittal is hereby incorporated by reference in response to all the items of this Schedule TO, and as more particularly set forth below.
Item 1.
| Summary Term Sheet. |
The information under the heading “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.
Item 2.
| Subject Company Information. |
(a) The name of the issuer is Via Renewables, Inc. The address and telephone number of the issuer’s principal executive offices are 12140 Wickchester Ln, Suite 100, Houston, Texas 77079, (713) 600-2600.
(b) The subject securities are Series A Preferred Stock of Via Renewables, Inc. As of November 14, 2024, there were 3,567,543 shares of Series A Preferred Stock outstanding.
(c) Information about the trading market and price of the Series A Preferred Stock set forth in the Offer to Purchase under the heading “Section 7—Price Range of Series A Preferred Stock; Dividends” is incorporated herein by reference.
Item 3.
| Identity and Background of Filing Person. |
(a) The filing person to which this Schedule TO relates is Via Renewables, Inc. The address and telephone number of the Company is set forth under Item 2(a) above.
Item 4.
| Terms of the Transaction. |
(a) The material terms of the transaction set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Section 1—Number of Shares of Series A Preferred Stock; Purchase Price; Proration,” “Section 3—Procedures for Tendering Series A Preferred Stock,” “Section 4—Withdrawal Rights,” “Section 5—Purchase of Series A Preferred Stock and Payment of Purchase Price,” “Section 6—Conditions of the Tender Offer,” “Section 8—Source and Amount of Funds,” “Section 11—Effects of the Tender Offer on the Market for Series A Preferred Stock; Registration under the Exchange Act,” “Section 13—Certain U.S. Federal Income Tax Considerations” and “Section 14—Extension of the Tender Offer; Termination; Amendment” are incorporated herein by reference.
(b) Information regarding purchases from officers, directors and affiliates of the Company set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “Section 10—Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Company’s Securities” is incorporated herein by reference.
Item 5.
| Past Contracts, Transactions, Negotiations and Agreements. |
(a) The information set forth in the Offer to Purchase under the heading “Section 10—Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Company’s Securities” is incorporated herein by reference.
Item 6.
| Purposes of the Transaction and Plans or Proposals. |
(a) The information regarding the purpose of the transaction set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “Section 2—Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans” is incorporated herein by reference.