SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

May 20, 2020

Via E -Mail
Sarah K. Morgan , Esq.
Vinson & Elkins  L.L.P.
1001 Fannin Street, Suite 2500
Houston, TX  77002

 Re: Spark Energy, Inc.
  Schedule TO -I
Filed May 11 , 2020
  SEC File No.  005-88272

Dear Ms. Morgan :

We have reviewed your filing  and have the following comment s.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comment s apply  to your facts and circumstances or do not believe an ame ndment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you pr ovide in
response to the se comment s, we may have additional comments.

Offer to Purchase

Cover Page
1. Please revise yo ur disclosure relating to the return of unpurchased securities to state that
such securities will be returned pro mptly. See Rule 14e -1(c).

Forward -Looking Statements, page i
2. We note your reference to Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934.  Note that the safe harbor protections for forward -
looking statemen ts contained in those federal securities laws do not apply to statements
made in connection with a tender offer .  See Section 21E(b)(2)(C) of the Securities
Exchange Act of 1934 and Regulation M -A telephone interpretation M.2 available at
www.sec.gov  in the July 2001 Supplement to the Division of Corporation Finance’s
Manual of Publicly Available Telephone Interpretations.  Please delete the reference or

Sarah K. Morgan , Esq.
Vinson & Elkins  L.L.P.
May 20, 2020
Page 2

 clarify that it is not applicable to the tender offer .

Conditions of the Tender Offer, page 11
3. Refer to the disclosure in the first paragraph and in the penultimate paragraph in this
section.  We believe a tender offer may be conditioned on a variety of events and
circumstances, provided they are not within the direct or indirect control of the bidder,
and are drafted with sufficie nt specificity to allow for objective verification.  In the
paragraph s we cite, you reserve the right to terminate the offer even where a listed offer
condition is triggered “…regardless of the circumstances giving rise …” therefor. This
may be interpreted as including conditions trigge red by your own action or inaction.
Please revise this language to comply with our pos ition.
4. Please refer to condition 3(iv) and to our position described above . The condition is not
drafted in a way that allows for an objective determination and appears t o renders the
offer  as illusory . Please revise.
5. Refer to  condition 6. Please revise it to disclose whether you are aware of any such
approval, permit, etc.
6. We note that the condition in the eighth bullet point on page v is not included in this
section. We believe that the condition as drafted may render the offer illusory because it
does not include any limitation as to materiality and may not allow for objective
verification. If such condit ion is a condition to the tender offer, please re vise it .
7. We note the disclosure in the last paragrap h of this section relating to your failure to
exercise any of the rights described in this section. This language suggests that if a
condition is triggered and a bidder fails to assert the condition, it will not lose the right to
assert the condition at a later time. Please note that when a condition is triggered and a
bidder decides to proceed with the offer anyway, we believe that this decision is
tantamount to a waiver of the triggered condition(s). Depending on the materiality of the
waived condition and the number of days rem aining in the offer, the bidder may be
required to extend the offer and recirculate new disclosure to security holders. In
addition, when an offer condition is triggered by events that occur during the offer period
and before the expiration of the offer, t he bidder should inform holders how it intends to
proceed promptly, rather than waiting until the end of the offer period, unless the
condition is one where satisfaction of the condition may be determined only upon
expirat ion. Please confirm your  understanding on both points in your response letter.

 We remind you that the filing persons  are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please direct any q uestions to me at (202) 551 -3619.

Sarah K. Morgan , Esq.
Vinson & Elkins  L.L.P.
May 20, 2020
Page 3

 Sincerely,

        /s/Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers & Acquisitions