UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 15, 2024

 

Via Renewables, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-36559

 

46-5453215

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

12140 Wickchester Ln, Ste 100

Houston, Texas 77079

(Address of Principal Executive Offices)

 (Zip Code)

 

(713) 600-2600

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbols(s)

 

Name of exchange on which registered

8.75% Series A Fixed-to-Floating RateCumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share

 

VIASP

 

The NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

 

Item 8.01 Other Events.

 

Commencement of Tender Offer

 

On November 15, 2024, Via Renewables, Inc. (the “Company”) issued a press release announcing the commencement of a tender offer to purchase up to 800,000 shares of its 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock” or the “shares”), at a purchase price of $22.50 per share, in cash, less applicable withholding taxes and without interest (the “Offer”). The Offer is made solely upon the terms and conditions in an Offer to Purchase and the related Letter of Transmittal and other related offering materials that are being distributed to holders of the Series A Preferred Stock. A copy of the press release is attached hereto as Exhibit 99.1, and incorporated herein by reference.

 

Important Additional Information

 

This communication is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of the Company’s Series A Preferred Stock. The Offer is being made solely by the Offer to Purchase and the related Letter of Transmittal, as they may be amended or supplemented. Holders of Series A Preferred Stock are urged to read the Company’s tender offer statement on Schedule TO, which has been filed with the Securities and Exchange Commission in connection with the Offer, which includes as exhibits the Offer to Purchase, the related Letter of Transmittal and other offering materials, as well as any amendments or supplements to the Schedule TO, as and when they may become available, because they contain important information. Each of these documents has been filed with the Commission, and may be obtained for free from the Commission at its website (www.sec.gov) or from D.F. King & Co., Inc., the information agent for the tender offer by telephone at 800-848-3416 or 212-269-5550 (banks and brokers) or by email at viasp@dfking.com.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

 

Description

 

 

 

99.1

 

Press Release of Via Renewables, Inc., dated November 15, 2024

 

 

 

#

 

The Registrant agrees to furnish supplementary a copy of any schedules and exhibits to the Commission upon request.

 

 

2

 

 

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: November 15, 2024

 

 

Via Renewables, Inc.

 

   
By:

Name:

Mike Barajas 
Title:Chief Financial Officer 

 

 

3

 

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Nov. 15, 2024
Cover [Abstract]  
Entity Registrant Name Via Renewables, Inc.
Entity Central Index Key 0001606268
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Nov. 15, 2024
Entity File Number 001-36559
Entity Incorporation State Country Code DE
Entity Tax Identification Number 46-5453215
Entity Address Address Line 1 12140 Wickchester Ln
Entity Address Address Line 2 Ste 100
Entity Address City Or Town Houston
Entity Address State Or Province TX
Entity Address Postal Zip Code 77079
City Area Code 713
Local Phone Number 600-2600
Security 12b Title 8.75% Series A Fixed-to-Floating RateCumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share
Trading Symbol VIASP
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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