Issuance of Subordinated Note to Affiliate of Director and
Majority Shareholder

On December 27, 2016, Spark Energy, Inc., a Delaware corporation
(the Company), and Spark HoldCo, LLC, a Delaware limited
liability company and the Companys subsidiary (Spark HoldCo),
jointly issued to Retailco, LLC, a Texas limited liability
company (Retailco), a 5% Subordinated Note in the principal
amount of up to $25.0 million (the Subordinated Note). The
Subordinated Note allows the Company and Spark HoldCo to draw
advances in increments of no less than $1.0 million per advance
up to the maximum principal amount of the Subordinated Note.
Draws under the Subordinated Note will be used by the Company and
Spark HoldCo for general corporate purposes. The Subordinated
Note matures approximately 3 years following the date of
issuance, and advances thereunder accrue interest at 5% per annum
from the date of the advance. The Company has the right to
capitalize interest payments. The Subordinated Note is
subordinated in certain respects to the Companys senior secured
revolving credit facility (the Senior Credit Facility) to a
subordination agreement. The Company may pay interest and prepay
principal on the Subordinated Note so long as the Company is in
compliance with its covenants under the Senior Credit Facility,
is not in default under the Senior Credit Facility and has
minimum availability of $5.0 million under its borrowing base
under the Senior Credit Facility. Payment of principal and
interest under the Subordinated Note is accelerated upon the
occurrence of certain change of control or sale transactions.

Retailco is owned indirectly by W. Keith Maxwell, III, who serves
as the Chairman of the Board of Directors of the Company.
Retailco owns 62.7% of the Companys voting power through its
ownership of the Companys Class A common stock and Class B common
stock. The terms of the Subordinated Note were reviewed and
approved by a special committee of the Board of Directors
consisting solely of the Companys independent directors.

The description of the Subordinated Note is a summary and is
qualified in its entirety by reference to the full text of the
Subordinated Note, which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.

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 and are incorporated by
reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On December 27, 2016, the Company issued a press release
announcing the issuance of the Subordinated Note, a copy of which
is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.

The information contained in Item 7.01 of this Current Report on
Form 8-K, including Exhibit 99.1, is being furnished and shall
not be deemed to be filed for the purpose of the Securities
Exchange Act of 1934, as amended (the Exchange Act), nor shall it
be deemed incorporated by reference in any filing under the
Exchange Act or the Securities Act of 1933, as amended,
regardless of any general incorporation language in any such
filings.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits