Amendment: SEC Form SC 13E3/A filed by Via Renewables Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Rule 13e-3 Transaction Statement under Section 13(e)

of the Securities Exchange Act of 1934

(Amendment No. 5)

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Via Renewables, Inc.

(Name of the Issuer)

Via Renewables, Inc.

William Keith Maxwell, III

Retailco, LLC

TxEx Energy Investments, LLC

Electric HoldCo, LLC

NuDevco Retail Holdings, LLC

NuDevco Retail, LLC

(Name of Persons Filing Statement)

Class A common stock, par value $0.01 per share

(Title of Class of Securities)

92556D304

(CUSIP Number of Class of Securities)

With copies to:

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☒

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE TRANSACTION CONTEMPLATED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF SUCH TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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Introduction

This Amendment No. 5 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (as originally filed on February 12, 2024), together with the exhibits hereto (this “Final Amendment”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each a “Filing Person,” and collectively the “Filings Persons”): (i) Via Renewables, Inc. (the “Company”), a Delaware corporation and the issuer of the shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), that are subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (ii) Retailco, LLC, a Texas limited liability company (“Parent”); (iii) William Keith Maxwell, III, an individual resident of the State of Texas and the sole owner of Parent and the indirect owner of NuRetailco LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”) (“Mr. Maxwell”); (iv) TxEx Energy Investments, LLC, a Texas limited liability company, of which Mr. Maxwell is the direct sole owner (“TxEx”); (v) Electric HoldCo, LLC, a Texas limited liability company, of which Mr. Maxwell is the indirect sole owner (“Electric Holdco”); (vi) NuDevco Retail Holdings, LLC, a Texas limited liability company, of which Mr. Maxwell is the indirect sole owner (“NuDevco Retail Holdings”); and (vii) NuDevco Retail, LLC, a Texas limited liability company, of which Mr. Maxwell is the indirect sole owner (“NuDevco Retail” and, together with Mr. Maxwell, TxEx, Electric Holdco and NuDevco Retail Holdings, the “Maxwell Filing Persons”).

This Final Amendment relates to an Agreement and Plan of Merger (the “Merger Agreement”), which provides for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as the surviving corporation and becoming a subsidiary of Parent (the “Surviving Corporation”), and the other transactions contemplated thereby (the “Transactions”). Pursuant to the Merger Agreement, on June 13, 2024 (the “Closing Date”), the Merger was completed, and the Company, as the Surviving Corporation, continues its operations under the name “Via Renewables, Inc.” The Merger did not have any impact on the registration of the Company’s 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) under the Exchange Act or the continued listing of the Series A Preferred Stock on the Nasdaq Global Select Market (“NASDAQ”). Following consummation of the Merger, (i) the registration of the shares of Class A Common Stock and the Company’s reporting obligations with respect to the shares of the Class A Common Stock under the Exchange Act will be terminated, (ii) the shares of Class A Common Stock will no longer be listed on any stock exchange or quotation system, including NASDAQ, and (iii) Mr. Maxwell and his affiliates will be the registered or beneficial owners of all of the shares of Class A Common Stock and all issued and outstanding shares of the Company’s Class B common stock, par value $0.01 per share. Merger Sub ceased to exist as an independent entity and, therefore, is no longer a Filing Person.

This Final Amendment is being filed pursuant to Rule 13(e)-3(d)(3) to report the results of the Merger. Except as otherwise set forth herein, the information set forth in the Company’s previously filed Schedule 13E-3 remains unchanged and is incorporated by reference into this Final Amendment.

On March 28, 2024, the Company filed with the SEC a definitive proxy statement under Regulation 14A of the Exchange Act, which proxy statement was supplemented and amended by that certain proxy supplement, filed by the Company with the SEC as additional definitive proxy soliciting material on Schedule 14A on April 30, 2024, as further supplemented and amended by that certain proxy supplement, filed by the Company with the SEC as additional definitive proxy soliciting material on Schedule 14A on May 2, 2024, as further supplemented and amended by that certain proxy supplement, filed by the Company with the SEC as additional definitive proxy soliciting material on Schedule 14A on May 13, 2024 (nothing contained in the proxy supplement filed with the SEC by the Company on May 13, 2024 shall be deemed an admission of the legal necessity, materiality or usefulness of any of the disclosures set forth therein), as further supplemented and amended by that certain proxy supplement, filed by the Company with the SEC as additional definitive proxy soliciting material on Schedule 14A on May 14, 2024, and as further supplemented by that certain proxy supplement, filed by the Company with the SEC as additional definitive proxy soliciting material on Schedule 14A on May 23, 2024 (the “Proxy Statement”), relating to a special meeting of the shareholders of the Company at which the shareholders of the Company considered and voted upon a proposal to adopt the Merger Agreement. Capitalized terms used but not defined in this Final Amendment shall have the meanings given to them in the Proxy Statement.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all appendices thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Final Amendment are qualified in their entirety by the information contained in the Proxy Statement and the appendices thereto. Capitalized terms used but not defined in this Final Amendment shall have the meanings given to them in the Proxy Statement.

All information contained in this Schedule 13E-3 concerning each Filing Person has been supplied by such Filing Person.

Item 15(c) is amended and supplemented as follows:

On June 7, 2024, the Company issued a press release announcing the approval of the Merger by the Company’s shareholders at the Special Meeting of Shareholders held on June 7, 2024, a copy of which is attached as Exhibit (a)(12) hereto.

On the Closing Date, the Company issued a press release announcing the consummation of the Merger, a copy of which is attached as Exhibit (a)(13) hereto.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.