SEC Comment Letter 0000000000-24-003043 to Via Renewables, Inc. (VIASP) (CIK 0001606268) (VIASP)
Via Renewables, Inc. (VIASP) (CIK 0001606268)
Date: March 20, 2024 · CIK: 0001606268 · Accession: 0000000000-24-003043
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo March 20, 2024 Mike Barajas Chief Financial Officer Via Renewables, Inc. 12140 Wickchester Lane, Suite 100 Houston Texas 77079 Re:Via Renewables, Inc. Schedule 13E-3/A filed March 19, 2024 File No. 005-88272 Dear Mike Barajas: We have reviewed your filing and have the following comment. Please respond by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response, we may have additional comments. Please note that all page references in this letter refer to disclosure in the preliminary proxy statement filed on March 19, 2024. All defined terms used here have the same meaning as in that preliminary proxy statement, and revisions responding to these comments should be made there, unless otherwise noted. Schedule 13E-3 filed March 19, 2024 General 1.In your Schedule 13E-3 and Preliminary Proxy Statement filed February 12, 2024, and the amendments thereto filed March 12, 2024, you disclosed that Merger Sub is a wholly owned subsidiary of Parent and that the Company would survive the Merger as a direct, wholly owned subsidiary of Parent, with all shares of Class A Common Stock to be wholly owned by Parent. We note that in the amendments to Schedule 13E-3 and the Preliminary Proxy Statement filed March 19, 2024, your disclosure now states that Merger Sub is "a subsidiary" of Parent and that Mr. Maxwell will beneficially own 100% of the common stock of the Surviving Corporation. Please clarify the current and post- transaction ownership of Merger Sub and the Surviving Corporation and explain any changes to such corporate structure, or advise. Additionally, if Merger Sub is no longer a wholly owned subsidiary of Parent, we note that the statement on pages 2 and 65 that "Mr.
FirstName LastNameMike Barajas Comapany NameVia Renewables, Inc. March 20, 2024 Page 2 FirstName LastName Mike Barajas Via Renewables, Inc. March 20, 2024 Page 2 Maxwell, through his ownership of Parent, is the sole beneficial owner of Merger Sub" is misleading and should be corrected to reflect the current ownership of Merger Sub. 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 questions to Laura McKenzie at 202-551-4568 or Christina Chalk at 202-551-3263. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
March 20, 2024
Mike Barajas
Chief Financial Officer
Via Renewables, Inc.
12140 Wickchester Lane, Suite 100
Houston Texas 77079
Re:Via Renewables, Inc.
Schedule 13E-3/A filed March 19, 2024
File No. 005-88272
Dear Mike Barajas:
We have reviewed your filing and have the following comment.
Please respond by providing the requested information or advise us as soon as possible
when you will respond. If you do not believe our comment applies to your facts and
circumstances, please tell us why in your response.
After reviewing your response, we may have additional comments. Please note that all
page references in this letter refer to disclosure in the preliminary proxy statement filed on
March 19, 2024. All defined terms used here have the same meaning as in that preliminary proxy
statement, and revisions responding to these comments should be made there, unless otherwise
noted.
Schedule 13E-3 filed March 19, 2024
General
1.In your Schedule 13E-3 and Preliminary Proxy Statement filed February 12, 2024, and the
amendments thereto filed March 12, 2024, you disclosed that Merger Sub is a wholly
owned subsidiary of Parent and that the Company would survive the Merger as a direct,
wholly owned subsidiary of Parent, with all shares of Class A Common Stock to be
wholly owned by Parent. We note that in the amendments to Schedule 13E-3 and the
Preliminary Proxy Statement filed March 19, 2024, your disclosure now states that
Merger Sub is "a subsidiary" of Parent and that Mr. Maxwell will beneficially own 100%
of the common stock of the Surviving Corporation. Please clarify the current and post-
transaction ownership of Merger Sub and the Surviving Corporation and explain any
changes to such corporate structure, or advise. Additionally, if Merger Sub is no longer a
wholly owned subsidiary of Parent, we note that the statement on pages 2 and 65 that "Mr.
FirstName LastNameMike Barajas
Comapany NameVia Renewables, Inc.
March 20, 2024 Page 2
FirstName LastName
Mike Barajas
Via Renewables, Inc.
March 20, 2024
Page 2
Maxwell, through his ownership of Parent, is the sole beneficial owner of Merger Sub" is
misleading and should be corrected to reflect the current ownership of Merger Sub.
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 questions to Laura McKenzie at 202-551-4568 or Christina Chalk at
202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions