Spark Energy, Inc. (NASDAQ:SPKE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On July21, 2017, Spark Energy, Inc. (the “Company”) entered into an At-the-Market Issuance Sales Agreement (the “ATM Agreement”) with FBR Capital Markets& Co. as sales agent (the “Agent”). to the terms of the ATM Agreement, the Company may sell from time to time through the Agent the Company’s 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share and liquidation preference $25.00 per share, having an aggregate offering price of up to $50,000,000 (the “Series A Preferred Stock”). Sales of the Series A Preferred Stock, if any, will be made by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act of 1933, as amended, including, without limitation, sales made directly on the NASDAQ Global Select Market (“NASDAQ”), by means of ordinary brokers’ transactions between members of the NASDAQ, or to look through a market maker.
In connection with each sale of the Series A Preferred Stock to the ATM Agreement, the Company will provide a placement notice to the Agent containing the parameters for which Series A Preferred Stock are to be sold, including, but not limited to, the number of shares of Series A Preferred Stock and the time period during which such sales are requested to be made, subject to the terms and conditions of the ATM Agreement.
The Company intends to use the net proceeds from any sales to the ATM Agreement, after deducting the sales agent’s commissions and the Company’s offering expenses, for general corporate purposes, which may include, among other things, funding working capital, capital expenditures, liquidity for operational contingencies, debt repayments and acquisitions.
The Series A Preferred Stock will be issued to the Company’s existing effective shelf registration statement on FormS-3(File No.333-214023), which was declared effective by the Securities and Exchange Commission on October20, 2016, and a prospectus supplement thereto.
The ATM Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Agent, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The foregoing description of the ATM Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein. Legal opinions relating to the Series A Preferred Stock are filed herewith as Exhibits 5.1 and 8.1.
The Agent and certain of its affiliates have from time to time performed, and may in the future perform, various financial advisory and commercial and investment banking services for the Company and its affiliates, for which they have received and in the future will receive customary compensation and expense reimbursement.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description |
| 1.1 | At-the-Market Issuance Sales Agreement dated July21, 2017, between Spark Energy, Inc. and FBR Capital Markets& Co., as sales agent |
| 5.1 | Opinion of Andrews Kurth Kenyon LLP regarding legality of the Series A Preferred Stock |
| 8.1 | Opinion of Andrews Kurth Kenyon LLP relating to tax matters |
| 23.1 |
Consent of Andrews Kurth Kenyon LLP (included in its opinions filed as Exhibits 5.1 and 8.1) |
Spark Energy, Inc. ExhibitEX-1.1 2 d426803dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 SPARK ENERGY,…To view the full exhibit click here
About Spark Energy, Inc. (NASDAQ:SPKE)
Spark Energy, Inc. is an independent retail energy services company. The Company provides residential and commercial customers in United States with an alternative for their natural gas and electricity. The Company operates in two segments: Retail Natural Gas Segment and Retail Electricity Segment. It operates in approximately 50 utility service territories across over 20 states and has approximately 328,000 residential customers and over 19,000 commercial customers, which translates to approximately 415,000 renewable energy credits (RCEs). The Company serves natural gas customers in over 10 states, including Arizona, California, Colorado, Connecticut, Florida, Illinois, Indiana, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York, Ohio and Pennsylvania, and electricity customers in over nine states, including Connecticut, Illinois, Maryland, Massachusetts, New Jersey, New York, Ohio, Pennsylvania and Texas.
