VIA RENEWABLES, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Material Modification to Rights of Security Holders, Regulation FD Disclosure - Insurance News

Item 1.01 Entry into a Material Definitive Agreement.

Senior Credit Facility

On June 30, 2022, Via Renewables, Inc., a Delaware corporation (the "Company"),
and Spark Holdco, LLC ("Spark Holdco", and together with certain subsidiaries of
the Company and Spark Holdco, the "Co-Borrowers") entered into a Credit
Agreement (the "Credit Agreement"), with Woodforest National Bank, as
administrative agent (the "Agent"), swing bank, swap bank, issuing bank,
joint-lead arranger, sole bookrunner and syndication agent, BOKF, NA (d/b/a/
Bank of Texas), as joint-lead arranger and issuing bank, and the other financial
institutions party thereto.

The Credit Agreement provides for a senior secured credit facility (the "Senior
Credit Facility"), which allows the Co-Borrowers to borrow up to $195.0 million
on a revolving basis. The Senior Credit Facility provides for working capital
loans, loans to fund acquisitions, swingline loans and letters of credit. The
Senior Credit Facility expires on June 30, 2025, and all amounts outstanding
thereunder are payable on the expiration date.

Borrowings under the Senior Credit Facility bear interest at the following rates
depending on the classification of the borrowing and provided further that at no
time shall the interest rate be less than four percent (4.0%) per annum:

•the Base Rate (a rate per annum equal to the greatest of (a) the prime rate,
(b) the Federal Funds Rate plus ½ of 1% and (c) Term SOFR for a one month tenor
plus 1.0%, provided, that the Base Rate shall not at any time be less than 0%),
plus an applicable margin of 3.25% to 4.50% depending on the type of borrowing
and the average outstanding amount of loans and letters of credit under the
Credit Agreement at the end of the prior fiscal quarter;

•the Term SOFR (a rate equal to the forward looking secured overnight financing
rate published by the SOFR administrator on the website of the Federal Reserve
Bank of New York or any successor source with either a comparable tenor (for any
calculation with respect to a SOFR loan) or a one month tenor (for any
calculation with respect to a Base Rate loan)), plus an applicable margin of
3.25% to 4.50% depending on the type of borrowing and the average outstanding
amount of loans and letters of credit under the Credit Agreement at the end of
the prior fiscal quarter; or

•the Daily Simple SOFR (a rate equal to the forward looking secured overnight
financing rate published by the SOFR administrator on the website of the Federal
Reserve Bank of New York or any successor source and applied on a daily basis by
the Agent in accordance with rate recommendations for daily loans), plus an
applicable margin of 3.25% to 4.50% depending on the type of borrowing the
average outstanding amount of loans and letters of credit under the Credit
Agreement at the end of the prior fiscal quarter, plus a liquidity premium added
by the Agent to each borrowing.

The Co-Borrowers are required to pay a non-utilization fee of 0.50% quarterly in
arrears on the unused portion of the Senior Credit Facility. In addition, the
Co-Borrowers are subject to additional fees including an upfront fee, an annual
agency fee, and letter of credit fees.

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The Credit Agreement contains covenants that, among other things, require the
maintenance of specified ratios or conditions including:

•Minimum Fixed Charge Coverage Ratio. The Company must maintain a minimum fixed
charge coverage ratio of not less than 1.10 to 1.00. The Minimum Fixed Charge
Coverage Ratio is defined as the ratio of (a) Adjusted EBITDA to (b) the sum of,
among other things, consolidated interest expense, letter of credit fees,
non-utilization fees, earn-out payments, certain restricted payments, taxes, and
payments made on or after July 31, 2020 related to the settlement of civil and
regulatory matters if not included in the calculation of Adjusted EBITDA.

•Maximum Total Leverage Ratio. The Company must maintain a ratio of (x) the sum
of all consolidated indebtedness (excluding eligible subordinated debt and
letter of credit obligations), plus (y) gross amounts reserved for civil and
regulatory liabilities identified filings with the Securities and Exchange
Commission, to Adjusted EBITDA of no more than 2.50 to 1.00.

•Maximum Senior Secured Leverage Ratio. The Company must maintain a Senior
Secured Leverage Ratio of no more than 2.00 to 1.00. The Senior Secured Leverage
Ratio is defined as the ratio of (a) all consolidated indebtedness that is
secured by a lien on any property of any loan party (including the effective
amount of all loans then outstanding under the Senior Credit Facility but
excluding eligible subordinated debt and letter of credit obligations) to (b)
Adjusted EBITDA for the most recent twelve month period then ended.

The Credit Agreement contains various customary affirmative covenants that
require, among other things, the Company to maintain insurance, pay its
obligations and comply with law. The Credit Agreement also contains customary
negative covenants and that limit its ability to, among other things, incur
certain additional indebtedness, grant certain liens, engage in certain asset
dispositions, merge or consolidate, make certain payments, distributions and
dividends, investments, acquisitions or loans, materially modify certain
agreements, and enter into transactions with affiliates.

The Senior Credit Facility is secured by pledges of the equity of the portion of
Spark HoldCo owned by the Company, the equity of Spark HoldCo's subsidiaries,
the Co-Borrowers' present and future subsidiaries, and substantially all of the
Co-Borrowers' and their subsidiaries' present and future property and assets,
including intellectual property assets, accounts receivable, inventory and
. . .

Item 1.02. Termination of a Material Definitive Agreement.

The Company previously entered into that certain Credit Agreement, dated May 19,
2017, by and among the Company, Spark Holdco and the other co-borrowers party
thereto, Coöperatieve Rabobank U.A., New York Branch, as administrative agent,
an issuing bank and a bank, and Coöperatieve Rabobank U.A., New York Branch and
BBVA Compass, as joint lead arrangers and sole bookrunner, and the banks party
thereto (as amended, the "Prior Credit Agreement"). On June 30, 2022, in
connection with entering into the Senior Credit Facility described above in Item
1.01 of this Current Report on Form 8-K, the Company terminated the Prior Credit
Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of the Registrant.

The disclosures under Item 1.01 of this Current Report on Form 8-K are also
responsive to Item 2.03 of this Current Report on Form 8-K and are incorporated
by reference into this Item 2.03.

Item 3.03. Material Modification to Rights of Security Holders.

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The disclosure under Item 1.01 of this Current Report on Form 8-K relating to
the Senior Credit Facility and the restrictions on payment of dividends
thereunder is also responsive to Item 3.03 and is incorporated by reference into
this Item 3.03.

Item 7.01. Regulation FD Disclosure.

On July 5, 2022, the Company issued a press release announcing the closing of
the Senior Credit Facility, a copy of which is attached hereto as Exhibit 99.1
and is incorporated herein by reference. The information in this Item 7.01,
including Exhibit 99.1, is being furnished and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of Section 18, and shall not be
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, except as set forth
by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.           Description

10.1#                 Credit Agreement, dated June 30, 2022, by and among Via Renewables, Inc.,
                      Spark HoldCo, LLC, and the other subsidiaries of Via Renewables, Inc. and
                      Spark HoldCo, LLC party thereto, as co-borrowers, Woodforest National Bank,
                      as administrative agent, swing bank, swap bank, issuing bank, joint-lead
                      arranger, sole bookrunner and syndication agent, BOKF, NA (d/b/a/ Bank of
                      Texas), as joint-lead arranger and issuing bank, and the other financial
                      institutions party thereto.
10.2                  Amended and Restated Subordinated Promissory Note (Note No. 7), dated June
                      30, 2022, by and among Via Renewables, Inc., Spark HoldCo, LLC and Retailco,
                      LLC.
99.1                  Press Release of Via Renewables, Inc. July 5, 2022.
104                   Cover Page Interactive Data File (embedded within the Inline XBRL document)

# Certain annexes, exhibits and schedules have been omitted. The registrant
agrees to furnish supplementally a copy of any omitted annex, exhibit or
schedule to the Commission upon request.

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