Retail Supplier Announces Amendment and Extension of Credit Facilities

October 22, 2021

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Reporting by Paul Ring • ring@energychoicematters.com

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Via Renewables, Inc. ("Via Renewables" or the "Company", formerly Spark Energy) announced an amendment and extension (the 'Amendment') of its senior secured credit facility (the 'Facility') and an extension of its $25 million subordinated debt facility with its majority shareholder.

The Facility, which was set to mature on July 31, 2022, now has a maturity date of October 13, 2023. The subordinated facility, which was set to mature on January 31, 2023, now has a maturity date of January 31, 2025.

"These facilities are pivotal for Via Renewables as the company explores new opportunities in sustainable energy solutions," said Keith Maxwell, Via Renewables’ President and Chief Executive Officer. "We are excited about the new Acquisition Line in our senior credit facility which will be key for exploring new solutions. The Company is well positioned with ample liquidity to continue to streamline the business and pursue opportunities in the marketplace. We thank each of our lenders for renewing their commitments and continuing their support of our business."

More specifically, on October 15, 2021, Via Renewables, Inc., a Delaware corporation (the 'Company'), entered into Amendment No. 5 (the 'Fifth Amendment') to its Credit Agreement, dated May 19, 2017, as amended (the 'Credit Agreement'), by and among the Company, the Co-Borrowers (as defined in the Fifth Amendment), the Issuing Banks party thereto (as defined in the Fifth Amendment), Coӧperatieve Rabobank U.A., New York Branch, as agent, and the Banks party thereto (as defined in the Fifth Amendment).

Via Renewables said that the Fifth Amendment extended the maturity date of the Credit Agreement from July 31, 2022 to October 15, 2023. The Fifth Amendment also terminated the provision allowing for share buyback loans and added a provision for up to $50.0 million of borrowings to fund acquisitions ('Acquisition Loans') (subject to limits as defined in the Fifth Amendment). Under the Fifth Amendment, Acquisition Loans may not exceed 75% of the adjusted purchase price of the acquisition, as defined in the Fifth Amendment. The interest rate for Acquisition Loans is generally determined by reference to the Eurodollar rate plus an applicable margin of 4.00% per annum or the alternate base rate plus an applicable margin of 3.00% per annum. The Fifth Amendment makes additional changes to defined terms and calculations, and also contains customary representations, warranties and agreements of the Company and Co-Borrowers.

Additionally, on October 13, 2021, the Company entered into an Amended and Restated Subordinated Promissory Note (Note No. 6) (the 'A&R Subordinated Facility'), by and among the Company, Spark HoldCo, LLC, a Delaware limited liability company and subsidiary of the Company ('Spark HoldCo'), and Retailco, LLC ('Retailco'). The A&R Subordinated Facility amends and restates that certain Amended and Resated [sic] Subordinated Promissory Note (Note No. 5), dated as of July 31, 2020, by and among the Company, Spark HoldCo and Retailco, solely to extend the expiration date from January 31, 2023 to January 31, 2025. The original terms and conditions of the Subordinated Promissory Note were reviewed and approved by a special committee of the Board consisting solely of the Company’s independent directors.

Via Renewables said that the A&R Subordinated Facility allows the Company to borrow up to $25.0 million through one or more advances in increments of no less than $1.0 million. Borrowings under the A&R Subordinated Facility accrue interest at a rate of 5% per annum from the date of advance, which interest may be capitalized by the Company. The A&R Subordinated Facility is subordinated in certain respects to the Company’s Credit Agreement (as amended by the Fifth Amendment) pursuant to a subordination agreement. Payment of principal and interest under the A&R Subordinated Facility is accelerated upon the occurrence of certain bankruptcy events and change of control or sale transactions. The A&R Subordinated Facility matures on January 31, 2025.

Retailco is owned indirectly by W. Keith Maxwell, III, who serves as the Chief Executive Officer and Chairman of the Board of Directors (the 'Board') of the Company. W. Keith Maxwell, III, through Retailco and other entities, owns a majority of the Company’s voting power.

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