VIASP VIA Renewables Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. __)

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Check the appropriate box:

 

 

 

 

 

Via Renewables, Inc.

(Name of Registrant as Specified in its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

 

 

 

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VIA RENEWABLES, INC.

12140 Wickchester Ln., Suite 100

Houston, Texas 77079

SUPPLEMENT TO DEFINITIVE PROXY STATEMENT

FOR SPECIAL MEETING OF SHAREHOLDERS

OF VIA RENEWABLES, INC.

TO BE HELD ON MAY 23, 2024

May 13, 2024

This is a supplement (this “Proxy Supplement”) to the definitive proxy statement dated March 28, 2024 (the “Definitive Proxy Statement”) of Via Renewables, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), that was mailed to you in connection with the solicitation of proxies for use at the special meeting (the “Special Meeting”) of shareholders to be held on May 23, 2024 at 10:00 a.m., Central Time, via live webcast on the Internet at www.virtualshareholdermeeting.com/VIA2024SM for the following purposes:

 

 

 

 

March 25, 2024 was the record date for the purpose of determining the shareholders who are entitled to receive notice of, and to vote at, the Special Meeting or any adjournments or postponements thereof.

 

The Board unanimously recommends that you vote (i) FOR the Merger Proposal, (ii) FOR the non-binding, advisory Compensation Proposal, and (iii) FOR the Adjournment Proposal, if necessary or appropriate.

 

No action in connection with this Proxy Supplement to the Definitive Proxy Statement is required by any shareholder who previously delivered a proxy.

 

Demand Letters

 

At the meeting, the Special Committee and Jones Walker discussed, among other things, the draft engagement letter provided by Jones Walker and Jones Walker’s prior limited representation of Mr. Maxwell in respect of his SEC beneficial ownership filings (from November 2022 to September 2023, unrelated to the Merger, for which Jones Walker was paid $56,362), which the Special Committee concluded did not preclude Jones Walker from providing objective legal advice to the Special Committee.

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Enterprise Value as a multiple of estimated adjusted EBITDA for the year ending December 31, 2023, or “2023E Adjusted EBITDA”; and

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Enterprise Value as a multiple of estimated adjusted EBITDA for the year ending December 31, 2024, or “2024E Adjusted EBITDA.”

The selected companies and corresponding multiples were:

	Enterprise Value
	2023E Adjusted EBITDA	​	2024E Adjusted EBITDA
Eversource Energy	13.0x	​	11.4x
Vistra Corp.	6.8x	​	6.2x
Evergy, Inc.	10.5x	​	9.8x
NRG Energy, Inc.	7.4x	​	7.0x
OGE Energy Corp.	10.2x	​	9.9x
Genie Energy Ltd.	NA	​	NA

“NA” refers to not available.

Taking into account the results of the selected companies analysis and its experience and professional judgment, B. Riley applied selected multiple ranges of 3.75x to 6.50x to the Company’s adjusted EBITDA for the last twelve months ended September 30, 2023, 3.75x to 6.00x to the Company’s estimated adjusted EBITDA for the year ending December 31, 2023, and 3.50x to 4.50x to the Company’s estimated adjusted EBITDA for the year ending December 31, 2024. The selected companies analysis indicated implied value reference ranges per share of Class A Common Stock of $9.41 to $30.22 based on the Company’s adjusted EBITDA for the last twelve months ended September 30, 2023, $9.89 to $27.21 based on the Company’s estimated adjusted EBITDA for the year ending December 31, 2023, and $9.48 to $17.61 based on the Company’s estimated adjusted EBITDA for the year ending December 31, 2024, in each case as compared to the Merger Consideration of $11.00 per share of Class A Common Stock in the Merger pursuant to the Merger Agreement.

		Enterprise Value				Market Capitalization				2023E Revenue				2023E Adjusted EBITDA				2023E Adjusted EBITDA Margin
Eversource Energy		$	47,820			$	21,644			$	12,796			$	3,681				28.8	%
Vistra Corp.		$	26,885			$	14,138			$	15,791			$	3,970				25.1	%
Evergy, Inc.		$	24,739			$	12,001			$	5,726			$	2,359				41.2	%
NRG Energy, Inc.		$	23,740			$	11,840			$	29,102			$	3,194				11.0	%
OGE Energy Corp.		$	11,746			$	6,998			$	3,420			$	1,156				33.8	%
Genie Energy Ltd.		$	672			$	826			NA				NA				NA

 

Selected Transactions Analysis. B. Riley reviewed certain financial terms of certain transactions involving target companies that B. Riley deemed relevant. The selected transactions were chosen because they involved target companies that were deemed similar to the Company in one or more respects, including their retail power marketing and distribution business operations, exposure to underlying energy commodity risks, hedging and trading activities, and overall go-to-market strategies in the energy sector. The financial data reviewed included enterprise value as a multiple of adjusted EBITDA for the last twelve months available prior to the date of announcement, or “LTM Adjusted EBITDA.”

The selected transactions and corresponding multiples (as well as the individual financial metrics (in millions) B. Riley observed for each transaction) were:

 

NA refers to “Not Available”

 

NM refers to “Not Meaningful”

 

Taking into account the results of the selected transactions analysis and its experience and professional judgment, B. Riley applied a selected multiple range of 3.75x to 5.75x to the Company’s adjusted EBITDA for the last twelve months ended September 30, 2023. The selected transactions analysis indicated an implied value reference range per share of Class A Common Stock of $9.41 to $24.54, as compared to the Merger Consideration of $11.00 per share of Class A Common Stock in the Merger pursuant to the Merger Agreement.

Premiums Paid Analysis. B. Riley performed a premiums-paid analysis of the consideration to be received by the holders of Class A Common Stock. For this analysis, B. Riley reviewed the stock price premiums paid in transactions during the last five years on or prior to December 28, 2023 involving all public company targets traded on a major U.S. exchange prior to the transaction, which resulted in 462 transactions (mean transaction value: $6,685.9 million; median transaction value: $2,375.5 million), and involving public company targets traded on a major U.S. exchange prior to the transaction with a transaction value of less than $500 million, which resulted in 88 transactions (mean transaction value: $213.1 million; median transaction value: $208.6 million). B. Riley calculated the median premiums paid to the target company’s stockholders relative to the target company’s (i) closing share price one day prior to the announcement of the transaction, (ii) one week prior to the announcement of the transaction, (iii) one month prior to the announcement of the transaction, and (iv) three months prior to the announcement of the transaction. The results of these calculations are summarized in the following table (the average of all of the following was 33.2%):

Taking into account the results of the premiums paid analysis, B. Riley applied the median premiums indicated above to corresponding trading data for the Company as of December 28, 2023, applying the median one-day premium to the closing price of the Class A Common Stock of $9.41 per share as of December 28, 2023, the median one-week premium to closing price of the Class A Common Stock of $9.13 per share one week prior to December 28, 2023, the median one-month premium to the closing price of the Class A Common Stock of $8.80 per share one month prior to December 28, 2023, and the median three-month premium to the closing price of the Class A Common Stock of $7.35 per share three months prior to December 28, 2023. The premiums paid analysis indicated implied value reference ranges per share of Class A Common Stock of $11.52 to $12.66 per share of Class A Common Stock based on the median one-day premium, $11.46 to $12.61 per share of Class A Common Stock based on the median one-week premium, $11.42 to $12.49 per share of Class A Common Stock based on the median one-month premium, and $9.93 to $10.17 per share of Class A Common Stock based on the median three-month premium, in each case as compared to the Merger Consideration of $11.00 per share of Class A Common Stock in the Merger pursuant to the Merger Agreement.

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Ms. Bush self-reported that (i) she previously served as the CFO of the Company from May 2012 to April 2013, and prior to that held positions in various other finance roles with the Company; (ii) she previously served as the CFO at Azure Midstream Partners, LP (formerly known as Marlin Midstream Partners, LP), which was indirectly wholly owned by Mr. Maxwell, from April 2013 to June 2017 (Mr. Maxwell was the chairman of the board of directors and CEO of Azure Midstream Partners, LP from April 2013 until February 2015 when he stepped down as chairman but remained a member of its board until February 2016) and previously served as a director of Azure Midstream Partners, LP from May 2014 until March 2015; and (iii) her brother was previously employed as an intern at the Company for two months in 2008 performing clerical work while attending college. Additionally, Ms. Bush was also previously employed by NuDevco Midstream Development, which was indirectly wholly owned by Mr. Maxwell.

About Via Renewables, Inc.

 

Via Renewables, Inc. is an independent retail energy services company founded in 1999 that provides residential and commercial customers across the United States with an alternative choice for their natural gas and electricity needs. Via Renewables, headquartered in Houston Texas, currently operated in 20 states and 105 utility territories under well-established and well-regarded brands, including Spark Energy, Major Energy, Provider Power, and Verde Energy. Via Renewables offers its customers a variety of product and service choices, including stable and predictable energy costs and green product alternatives.

 

Additional Information and Where to Find It

More detailed and updated information regarding the Merger and transactions contemplated by the Merger Agreement is set forth in the Definitive Proxy Statement and other materials filed or to be filed with the SEC in connection with the Merger. Shareholders can obtain the Definitive Proxy Statement, any amendments or supplements to the Definitive Proxy Statement and other documents filed by the Company with the SEC for no charge at the SEC’s website at www.sec.gov. Copies are also available at no charge at the Company’s website at http://www.viarenewables.com. SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT MATERIALS IN THEIR ENTIRETY BEFORE MAKING A VOTING DECISION AS THEY CONTAIN IMPORTANT INFORMATION.

 

The Company, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the Merger and transactions contemplated by the Merger Agreement. Information regarding the ownership of the Company’s directors and executive officers in the Company’s Common Stock is included in its SEC filings on Forms 3, 4, and 5, which can be found through the Company’s website (http://www.viarenewables.com), or through the SEC’s website at www.sec.gov. More detailed and updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, are set forth in the Definitive Proxy Statement and other materials filed with the SEC in connection with the Merger.

Cautionary Note Regarding Forward Looking Statements

This communication contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond the Company’s control. These forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, can be identified by the use of forward-looking terminology including “may,” “should,” “could,” “likely,” “will,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “plan,” “intend,” “project,” or other similar words. All statements, other than statements of historical fact, included in this communication related to the Merger, including its timing and effects, conditions to closing and approval requirements, are forward looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurance that such expectations will prove correct.

The forward-looking statements in this communication are subject to risks and uncertainties. Important factors that could cause actual results to materially differ from those projected in the forward-looking statements include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or change in vote recommendation; the inability to complete the proposed Merger due to the failure to obtain shareholder approval for the proposed Merger or the failure to satisfy other conditions to completion of the proposed Merger; the failure of the proposed Merger to close for any other reason; risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transactions contemplated by the Merger Agreement, including the Merger; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against the Company and others relating to the Merger Agreement or otherwise; the risk that the pendency of the proposed Merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the proposed Merger; the effect of the announcement of the proposed Merger on the Company’s relationships with its contractual counterparties, operating results and business generally; and the amount of the costs, fees, expenses and charges related to the proposed Merger.

Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Company’s Annual Report on Form 10–K for the fiscal year ended December 31, 2023, under the heading “Item 1A. Risk Factors,” and in subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

You should review the risk factors and other factors noted throughout this communication that could cause the Company’s actual results to differ materially from those contained in any forward-looking statement. All forward-looking statements speak only as of the date of this communication. Unless required by law, the Company disclaims any obligation to publicly update or revise these statements whether as a result of new information, future events or otherwise. It is not possible for the Company to predict all risks, nor can it assess the impact of all factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

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