ý	No fee required

o	Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

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1.	Issuance of up to 2,200,000 shares of Class B common stock (the “Major Energy Shares”) in connection with the acquisition of the Major Energy Companies (as defined below) as required by Listing Rule 5635(a)(2).

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•	Spark HoldCo will acquire all of the membership interests in the Major Energy Companies on the closing date;

•	The purchase price for the membership interests consists of:

o	the issuance by the Company and Spark HoldCo to NG&E of 2,000,000 shares of Class B common stock (and a corresponding number of Spark HoldCo units);

o	payment of $15 million in installment consideration subject to achievement of certain performance targets;

o	payment of up to $20 million in earnouts over the next 33 months subject to achievement of certain performance targets; and

o	payment of an executive earnout based on the achievement of certain performance targets.

o	In addition, the Company and Spark HoldCo are obligated to issue up to an additional 200,000 shares of Class B common stock (and a corresponding number of Spark HoldCo units) to NG&E over the next three years, depending upon the achievement of certain performance targets.

•	The purchase price is subject to adjustment to reflect changes in the Major Energy Companies’ working capital to the target working capital on the closing of the transaction;

•	The closing of the transactions contemplated by the Major Energy Purchase Agreement is subject to customary closing conditions.

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•

Members of our internal due diligence team and senior management were able to gain substantial knowledge and comfort from the depth of the work performed by the NG&E due diligence team and their senior management during NG&E’s acquisition of Major, as well our ability to learn more about the hands on day-to-day operations through NG&E’s ownership of the Major Energy Companies for the last few months.

•	Members of our internal due diligence team and senior management were also able to glean additional insight into comparative operations, finances and performance metrics of the Major Energy Companies, through comparisons of recent due diligence with the due diligence conducted a couple of years ago, when the Company nearly consummated an acquisition of the Major Energy Companies in 2014.

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•	Although the Company’s main lender required approval of our acquisition of the Major Energy Companies, we did not have to secure lender financing for this transaction. The transaction is being funded via an equity issuance to the seller and an earnout to be paid over time.

•	The Major Energy Companies’ source of credit for operations and energy supply is also remaining in place for a period of time, so the supply function for the Major Energy Companies did not have to be integrated into the Company at this time.

•

The purchase price paid by the Company of approximately $80 million reflects the same purchase price payable by NG&E under the original membership interest purchase agreement to the selling shareholders of the Major Energy Companies, with the addition of a 200,000 share earnout payable to NG&E upon achievement over the next 33 months of high performance targets. If achieved, these performance targets would create a significant amount of additional value to the Company. The purpose of this additional consideration was to allow NG&E a limited and highly conditional increase in the purchase price in the event the acquisition becomes highly profitable for the Company.

•	The terms of the Major Energy Purchase Agreement between Spark Holdco and NG&E are substantially the same as in the original membership interest purchase agreement between NG&E and the selling shareholders of the Major Energy Companies.

•	The transaction provides the Company with an immediate increase of approximately 210,000 RCEs.

•	The Company will now have access to eleven additional energy markets that the Company had not previously operated in.

•	The Company will deepen our management bench strength through the integration of a seasoned industry-experienced management team.

•	Our Company will bring two additional brands to the growing Spark family of brands, through the acquisition of Respond Power and Major Energy to our brand portfolio.

•	Major Energy Companies are the “official energy provider” of the New York Yankees, New York Knicks, and Madison Square Garden which widen our consumer brand awareness in the marketplace.

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•	the transaction is approved by the board of directors before the date the interested stockholder attained that status;

•	upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or

•	on or after such time the business combination is approved by the board of directors and authorized at a meeting of stockholders by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

•	provide for our Board to be divided into three classes of directors, with each class as nearly equal in number as possible, serving staggered three year terms. Our staggered Board may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors;

•	provide that the authorized number of directors may be changed only by resolution of the Board;

•	provide that all vacancies in our Board, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred stock, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

•

provide our Board the ability to authorize undesignated preferred stock. This ability makes it possible for our Board to issue, without stockholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company;

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provide that at any time after the first date upon which Mr. Maxwell no longer beneficially owns more than fifty percent of the outstanding Class A common stock and Class B common stock, any action required or permitted to be taken by the stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing in lieu of a meeting of such stockholders, subject to the rights of the holders of any series of preferred stock with respect to such series (prior to such time, such actions may be taken without a meeting by written consent of holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting);

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provide that at any time after the first date upon which Mr. Maxwell no longer beneficially owns more than fifty percent of the outstanding Class A common stock and Class B common stock, special meetings of our stockholders may only be called by the Board, the chief executive officer or the chairman of the Board (prior to such time, special meetings may also be called by our Secretary at the request of holders of record of fifty percent of the outstanding Class A common stock and Class B common stock);

•	provide that our certificate of incorporation and bylaws may be amended by the affirmative vote of the holders of at least two-thirds of our outstanding stock entitled to vote thereon;

•	provide that our bylaws can be amended by the Board;

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establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting; and

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provide that we renounce any interest in existing and future investments in other entities by, or the business opportunities of, NuDevco Partners, LLC, NuDevco Partners Holdings, LLC and Mr. Maxwell, or any of their officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than our directors who are presented business opportunities in their capacity as our directors or officers) and that they have no obligation to offer us those investments or opportunities.

•	any derivative action or proceeding brought on our behalf;

•	any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders;

•	any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws; or

•	any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

•	for any breach of their duty of loyalty to us or our stockholders;

•	or acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•	for unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the DGCL; or

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•	for any transaction from which the director derived an improper personal benefit.

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•	Certain publicly-available historical operating and financial information relating to the Company;

•	Certain non-public historical and projected financial data relating to the Company and Major Energy Companies;

•	Projected financial statements for the Company and the Major Energy Companies;

•	Downside income statement projection case for the Major Energy Companies prepared by the Company;

•	Draft of the Major Energy Purchase Agreement dated May 2, 2016;

•	Membership Interest Purchase Agreement by and among NG&E, the Major Energy Companies, the members of the Major Energy Companies and Saul Horowitz, as the Major Energy Companies’ representative, dated March 18, 2016;

•	Earnout Agreement by and among NG&E, the Major Energy Companies, the members of the Major Energy Companies and Saul Horowitz, as the Major Energy Companies’ representative, dated March 18, 2016;

•	Executive Earnout Agreement by and among NG&E, the Major Energy Companies, the members of the Major Energy Companies, Saul Horowitz, as representative for the Major Energy Companies’ members, Saul Horowitz, Mark (Moshe) Wiederman, Daniel Alper, Levi Moeller and David Sobel, dated March 18, 2016 (together with the Earnout Agreement listed immediately above, the “Earnout Agreements”);

•	Escrow Agreement and Escrow Disbursement Agreement, each by and among NG&E, the Major Energy Companies, the members of the Major Energy Companies, Saul Horowitz, as the Major Energy Companies’ representative, and BBVA Compass Bank, dated March 18, 2016;

•	A review of publicly available financial data of certain publicly traded companies that SRR deemed relevant; and

•	Discussions with the Special Committee and the Company’s management concerning the Transaction and the Company’s business, industry, history, and prospects.

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•	Spark Energy, Inc.;

•	Just Energy Group Inc.; and

•	Crius Energy Trust.

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•	historical trading prices and volume of the Company's Class A common stock during the year-to-date period ended May 2, 2016;

•	an analysis of selected merger & acquisition transactions that had announced and subsequently closed since May 2011 or were pending as of the date of SRR's opinion involving target companies that were reasonably similar to the Major Energy Companies; and

•	an analysis of offering discounts to recent trading prices for selected precedent follow-on equity offerings involving companies in the utilities industry with pre-offering equity market capitalizations of less than $1 billion completed between January 1, 2011 and May 2, 2016 (which for offerings at discounts showed discounts that ranged from 0.1% to 12.1% from the one-day prior trading prices).

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•	“Cash Available for Distribution” is generally defined as the Adjusted EBITDA of Spark HoldCo for the applicable period, less (i) cash interest paid by Spark HoldCo, (ii) capital expenditures of Spark HoldCo (exclusive of customer acquisition costs) and (iii) any taxes payable by Spark HoldCo; and

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“Total Distributions” are defined as the aggregate distributions necessary to cause the Company to receive distributions of cash equal to (i) the targeted quarterly distribution the Company intends to pay to holders of its Class A common stock payable during the applicable four-quarter period, plus (ii) the estimated taxes payable by the Company during such four-quarter period, plus (iii) the expected TRA Payment payable during the calendar year for which the TRA Coverage Ratio is being tested.

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•	each person or group known to us to beneficially own more than 5% of any class of our outstanding voting securities;

•	each director, director nominee and Named Executive Officer; and

•	all of our directors, director nominees and executive officers as a group.

*	Less than one percent

(1)

Each holder of a Spark Holdco unit has the right to exchange all or a portion of its Spark HoldCo units (together with a corresponding number of shares of Class B common stock) for Class A common stock (or cash at the Company’s or Spark HoldCo’s election) at an exchange ratio of one share of Class A common stock for each Spark HoldCo unit (and corresponding share of Class B common stock) exchanged.

(2)

Excludes the following number of restricted stock units issued under our LTIP, which may be settled in cash or shares of Class A Common stock or a combination of both at the Company’s election: 70,417 restricted stock units for Mr. Kroeker; 15,180 restricted stock units for Mr. Lane; 29,836 restricted stock units for Mr. Melman; 22,185 restricted stock units for Mr. Garrett; 8,724 restricted stock units for Mr. Jones; 3,664 restricted stock for Mr. Evans; 8,724 restricted stock units for Mr. Hartwick; and 32,316 restricted stock units for Ms. Hodges.

(3)	Represents the percentage of voting power of our Class A common stock and Class B common stock voting together as a single class. Each share of Class B common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. As of July 14, 2016, there were 6,470,128 shares of Class A common stock and 7,525,000 shares of Class B common stock outstanding.

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(4)

Reflects (i) 92,850 shares of Class A common stock held directly by Mr. Maxwell (representing less than 1% of the combined voting power), (ii) 397,000 shares of Class A common stock and 7,387,500 shares of Class B common stock held directly by Retailco (representing 55.62% of the combined voting power), and (iii) 137,500 shares of Class B common stock held directly by NuDevco Retail (representing less than 1% of the combined voting power). Mr. Maxwell is the sole member of TxEx Energy Investments, LLC, a Texas limited liability company (“TxEx”), which is the sole member of Retailco and Electric Holdco, LLC, a Texas limited liability company (“Electric Holdco”). Electric Holdco is the sole member of NuDevco Retail Holdings, a Texas limited liability company, which is the sole member of NuDevco Retail. Accordingly, Mr. Maxwell may therefore be deemed to beneficially own the shares of Class A common stock and Class B common stock held by Retailco and NuDevco reported herein.

(5)

Based on the Schedule 13G filed on May 10, 2016 jointly by Wells Fargo & Company and Wells Fargo Funds Management, LLC. Based on the Schedule 13G, Wells Fargo & Company had sole voting power over 22 shares of Class A common stock and shared voting power over 603,645 shares of Class A common stock; Wells Fargo Funds Management, LLC had shared voting power over 602,903 shares of Class A common stock. The address of Wells Fargo & Company is 420 Montgomery Street, San Francisco, CA 94104 and the address of Wells Fargo Funds Management, LLC is 525 Market Street, San Francisco, CA 94105.

(6)	Includes 200 shares held by Mr. Evans’s spouse. Mr. Evans disclaims beneficial ownership of these 200 shares.

(7)	Effective June 2, 2016, Georganne Hodges no longer served as the Company’s Chief Financial Officer. Information about Ms. Hodges’ ownership is based on a Form 4 filed on her behalf on May 20, 2016.

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(1)	Prepaid assets includes prepaid assets - affiliates of $99 and $210 as of March 31, 2016 and December 31, 2015, respectively. See Note 11 “Transaction with Affiliates” for further discussion.

(2)	See Note 3 “Equity” for disclosure of our variable interest entity in Spark HoldCo, LLC.

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(1)	Retail revenues includes retail revenues—affiliates of $0 for each of the three months ended March 31, 2016 and 2015.

(2)	Net asset optimization revenues includes asset optimization revenues—affiliates of $113 and $489 for the three months ended March 31, 2016 and 2015, respectively, and asset optimization revenues—affiliates cost of revenues of $1,258 and $3,093 for the three months ended March 31, 2016 and 2015, respectively.

(3)	Retail cost of revenues includes retail cost of revenues—affiliates of less than $100 for each of the three months ended March 31, 2016 and 2015.

(4)	General and administrative includes general and administrative expense—affiliates of $4.4 million and $0 for the three months ended March 31, 2016 and 2015, respectively.

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(1)	In January 2016, Retailco succeeded to the interest of NuDevco Retail Holdings of its Class B common stock and an equal number of Spark HoldCo units it held pursuant to a series of transfers.

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(1)	Customer relationships - Acquired represents those customer acquisitions accounted for under the acquisition method in accordance with ASC 805.

(2)	Customer relationships - Other represent portfolios of customer contracts not accounted for in accordance with ASC 805 as these acquisitions were not in conjunction with the acquisition of businesses.

(3)	Trademarks reflect values associated with the recognition and positive reputation of acquired businesses accounted for as part of the acquisition method in accordance with ASC 805 through the acquisition of CenStar and Oasis. These trademarks are recorded as other assets in the condensed consolidated balance sheets.

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(1)	As of March 31, 2016 and December 31, 2015, the Company had $21.7 million and $21.5 million in letters of credit issued, respectively.

(2)	As of March 31, 2016 and December 31, 2015, the weighted average interest rate on the current portion of our Senior Credit Facility was 4.09% and 3.90%, respectively.

(3)	During the three months ended March 31, 2016, we paid in-kind $0.2 million of interest, which was added to the outstanding balance of the convertible subordinated notes. Unamortized discount of $0.8 million and $0.7 million at March 31, 2016 and December 31, 2015, respectively, is related to beneficial conversion features of the convertible subordinated notes.

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(1)	Includes amortization of the discount on the convertible subordinated notes to affiliates $0.1 million for the three months ended March 31, 2016.

•	the Eurodollar-based rate plus an applicable margin of up to 3.00% per year (based on the prevailing utilization);

•	the alternate base rate plus an applicable margin of up to 2.00% per year (based upon the prevailing utilization). The alternate base rate is equal to the highest of (i) Société Générale’s prime rate, (ii) the federal funds rate plus 0.50% per year, or (iii) the reference Eurodollar rate plus 1.00%; or

•	the rate quoted by Société Générale as its cost of funds for the requested credit plus up to 2.50% per year (based upon the prevailing utilization).

•	the Eurodollar rate plus an applicable margin of up to 3.75% per annum (based upon the prevailing utilization); or

•	the alternate base rate plus an applicable margin of up to 2.75% per annum (based upon the prevailing utilization). The alternate base rate is equal to the highest of (i) Société Générale’s prime rate, (ii) the federal funds rate plus 0.50% per annum, or (iii) the reference Eurodollar rate plus 1.00%.

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•	incur certain additional indebtedness;

•	grant certain liens;

•	engage in certain asset dispositions;

•	merge or consolidate;

•	make certain payments, distributions, investments, acquisitions or loans; or

•	enter into transactions with affiliates.

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•	Level 1—Quoted prices in active markets for identical assets and liabilities. Instruments categorized in Level 1 primarily consist of financial instruments such as exchange-traded derivative instruments.

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Level 2—Inputs other than quoted prices recorded in Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 primarily include non-exchange traded derivatives such as over-the-counter commodity forwards and swaps and options.

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•	Level 3—Unobservable inputs for the asset or liability, including situations where there is little, if any, observable market activity for the asset or liability. A contingent payment arrangement related to the CenStar acquisition is categorized as Level 3.

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•	Forward contracts, which commit the Company to purchase or sell energy commodities in the future;

•	Futures contracts, which are exchange-traded standardized commitments to purchase or sell a commodity or financial instrument;

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•	Swap agreements, which require payments to or from counterparties based upon the differential between two prices for a predetermined notional quantity; and

•	Option contracts, which convey to the option holder the right but not the obligation to purchase or sell a commodity.

•	Forward electricity and natural gas purchase contracts for retail customer load, and

•	Natural gas transportation contracts and storage agreements.

(1)	Excludes settlements of $(0.8) million for the three months ended March 31, 2016 related to non-trading derivative liabilities assumed in the acquisitions of CenStar and Oasis.

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•	“Cash Available for Distribution” is generally defined as the Adjusted EBITDA of Spark HoldCo for the applicable period, less (i) cash interest paid by Spark HoldCo, (ii) capital expenditures of Spark HoldCo (exclusive of customer acquisition costs) and (iii) any taxes payable by Spark HoldCo; and

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“Total Distributions” are defined as the aggregate distributions necessary to cause the Company to receive distributions of cash equal to (i) the targeted quarterly distribution the Company intends to pay to holders of its Class A common stock payable during the applicable four-quarter period, plus (ii) the estimated taxes payable by the Company during such four-quarter period, plus (iii) the expected TRA Payment payable during the calendar year for which the TRA Coverage Ratio is being tested.

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(1)	Prepaid assets includes prepaid assets—affiliates of $210 as of December 31, 2015. See Note 13 “Transactions with Affiliates” for further discussion.

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(1)	Retail revenues includes retail revenues—affiliates of $0, $2,170 and $4,022 for the years ended December 31, 2015, 2014 and 2013, respectively.

(2)	Net asset optimization revenues includes asset optimization revenues—affiliates of $1,101, $12,842 and $14,940 for the years ended December 31, 2015, 2014 and 2013, respectively, and asset optimization revenues—affiliates cost of revenues of $11,285, $30,910 and $15,928 for the years ended December 31, 2015, 2014 and 2013, respectively.

(3)	Retail cost of revenues includes retail cost of revenues—affiliates of $17, $13 and $55 for the years December 31, 2015, 2014 and 2013, respectively.

(4)	General and administrative includes general and administrative expense—affiliates of $0, less than $100 and less than $100 for the years ended December 31, 2015, 2014 and 2013, respectively.

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•	SEG and SE were converted from limited partnerships into limited liability companies;

•	SEG, SE and an affiliate entered into an interborrower agreement, pursuant to which such affiliate agreed to be solely responsible for $29.0 million of the outstanding indebtedness. SE and SEG repaid their outstanding indebtedness of $10.0 million and borrowed $10.0 million under the Company’s Senior Credit Facility,

•	NuDevco Retail Holdings contributed all of its interests in SEG and SE to Spark HoldCo in exchange for all of the outstanding units of Spark HoldCo and transferred 1% of those Spark HoldCo units to NuDevco Retail;

•	NuDevco Retail Holdings transferred Spark HoldCo units to the Company for the $50,000 NuDevco Note and the limited liability company agreement of Spark HoldCo was amended and restated to admit the Company as its sole managing member.

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(1)	Changes to the purchase price allocation in the fourth quarter of 2015 were due to fair value revisions for the customer relationships, the settlement of final working capital balances per the purchase agreement and the recognition of a deferred tax liability.

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(1)	Changes to the purchase price allocation in the fourth quarter of 2015 were due to fair value revisions for the customer relationships and the settlement of final working capital balances per the purchase agreement.

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(1)	Customer relationships—Acquired represent those customer acquisitions accounted for under the acquisition method in accordance with ASC 805. See Note 3 “Acquisitions” for further discussion.

(2)	Customer relationships—Other represent portfolios of customer contracts not accounted for in accordance with ASC 805 as these acquisitions were not in conjunction with the acquisition of businesses. See Note 15 “Customer Acquisitions” for further discussion.

(3)	Trademarks reflect values associated with the recognition and positive reputation of acquired businesses accounted for as part of the acquisition method in accordance with ASC 805 through the acquisitions of CenStar and Oasis. These trademarks are recorded as other assets in the combined and consolidated balance sheets. See Note 3 “Acquisitions” for further discussion.

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(1)	As of December 31, 2015 and 2014, the Company had $21.5 million and $10.7 million in letters of credit issued, respectively.

(2)	As of December 31, 2015 and 2014, the weighted average interest rate on the current portion of our Senior Credit Facility was 3.90% and 4.03%, respectively.

(3)	Includes unamortized discount of $0.7 million at December 31, 2015 related to a beneficial conversion feature of the Oasis Note.

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(1)	Includes interest expense attributed to other revolving credit facilities prior to the IPO.

(2)

Write offs of deferred financing costs included in the above amortization were $0.1 million in connection with the amended and restated Senior Credit Facility on July 8, 2015, $0.3 million upon extinguishment of the Seventh Amended Credit Facility and $0.1 million in connection with the execution of the Seventh Amended Credit Facility for the years ended December 31, 2015, 2014 and 2013, respectively.

(3)	Includes amortization of the discount on the Oasis Note of less than $0.1 million for the year ended December 31, 2015.

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•	the Eurodollar-based rate plus an applicable margin of up to 3.00% per year (based on the prevailing utilization; or

•	the alternate base rate plus an applicable margin of up to 2.00% per year (based upon the prevailing utilization). The alternate base rate is equal to the highest of (i) Société Générale’s prime rate, (ii) the federal funds rate plus 0.50% per year, or (iii) the reference Eurodollar rate plus 1.00%; or

•	the rate quoted by Société Générale as its cost of funds for the requested credit plus up to 2.50% per year, (based upon the prevailing utilization).

•	the Eurodollar rate plus an applicable margin of up to 3.75% per annum (based upon the prevailing utilization); or

•	the alternate base rate plus an applicable margin of up to 2.75% per annum (based upon the prevailing utilization). The alternate base rate is equal to the highest of (i) Société Générale’s prime rate, (ii) the federal funds rate plus 0.50% per annum, or (iii) the reference Eurodollar rate plus 1.00%.

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•	incur certain additional indebtedness;

•	grant certain liens;

•	engage in certain asset dispositions;

•	merge or consolidate;

•	make certain payments, distributions, investments, acquisitions or loans;

•	enter into transactions with affiliates.

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•	Level 1—Quoted prices in active markets for identical assets and liabilities. Instruments categorized in Level 1 primarily consist of financial instruments such as exchange-traded derivative instruments.

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Level 2—Inputs other than quoted prices recorded in Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 primarily include non-exchange traded derivatives such as over-the-counter commodity forwards and swaps and options.

•	Level 3—Unobservable inputs for the asset or liability, including situations where there is little, if any, observable market activity for the asset or liability.

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•	Forward contracts, which commit the Company to purchase or sell energy commodities in the future;

•	Futures contracts, which are exchange-traded standardized commitments to purchase or sell a commodity or financial instrument;

•	Swap agreements, which require payments to or from counterparties based upon the differential between two prices for a predetermined notional quantity; and,

•	Option contracts, which convey to the option holder the right but not the obligation to purchase or sell a commodity.

•	Forward electricity and natural gas purchase contracts for retail customer load; and,

•	Natural gas transportation contracts and storage agreements.

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(1)	Excludes settlements of $3.4 million for the year ended December 31, 2015 related to non-trading derivative liabilities assumed in the acquisitions of CenStar and Oasis.

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(1)	Based on outstanding shares for the period from the IPO date of August 1, 2014 to December 31, 2014.

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•	“Cash Available for Distribution” is generally defined as the Adjusted EBITDA of Spark HoldCo for the applicable period, less (i) cash interest paid by Spark HoldCo, (ii) capital expenditures of Spark HoldCo (exclusive of customer acquisition costs) and (iii) any taxes payable by Spark HoldCo; and

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“Total Distributions” are defined as the aggregate distributions necessary to cause the Company to receive distributions of cash equal to (i) the targeted quarterly distribution the Company intends to pay to holders of its Class A common stock payable during the applicable four-quarter period, plus (ii) the estimated taxes payable by the Company during such four-quarter period, plus (iii) the expected TRA Payment payable during the calendar year for which the TRA Coverage Ratio is being tested.

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(1)	Total Assets includes goodwill of $16.5 million and $1.9 million related to the retail electricity segment and retail natural gas segment, respectively.

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(1)	Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC on May 12, 2015 from an affiliate. See Note 3 “Acquisitions” for further discussion.

(1)	Per share data is not meaningful prior to the Company’s IPO, effective August 1, 2014, as the Company operated under a sole-member ownership structure.

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1.	Organization and Nature of Business

2.	Significant Accounting Policies

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3.	Accounts Receivable

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4.	Customer Acquisition Costs

5.	Accrued Liabilities

6.	Loans Payable

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7.	Related Party Transactions

8.	Commitments and Contingencies

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9.	Subsequent Events

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•

The acquisition of the Major Energy Companies by NG&E, which closed on April 15, 2016 and was accounted for as a business combination using the acquisition method of accounting. NG&E paid $40 million in cash and assumed liabilities for litigation settlements of $5 million at closing of the acquisition. The purchase also included $15 million in installment consideration subject to achievement of certain performance targets and up to an estimated $20 million in earnouts over the next 33 months subject to achievement of certain performance targets.

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The pending acquisition of the Major Energy Companies by Spark from NG&E, which is an entity under common control with Spark, will be accounted for as a transfer of equity interests of entities under common control using the pooling of interests method. This transaction will be financed through the issuance of two million shares of Class B common stock (and a corresponding number of Spark HoldCo units) at the closing and will include Spark assuming the $5 million litigation settlements and the installment consideration and earnouts described above in addition to a potential earnout of an additional 200,000 Class B common shares depending on achievement of performance targets.

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•	the separate historical audited financial statements of Spark as of and for the year ended December 31, 2015 included in this Information Statement;

•	the separate historical unaudited financial statements of Spark as of and for the three months ended March 31, 2016 included in this Information Statement;

•	the separate historical audited combined financial statements of the Major Energy Companies as of and for the year ended December 31, 2015, which are included in this Information Statement; and

•	the separate historical unaudited combined financial statements of the Major Energy Companies as of and for the three months ended March 31, 2016, which are included in this Information Statement.

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•

Retail Natural Gas Segment. We purchase natural gas supply through physical and financial transactions with market counterparts and supply natural gas to residential and commercial consumers pursuant to fixed-price, variable-price and flat-rate contracts. For the three months ended March 31, 2016 and 2015, approximately 44% and 55%, respectively, of our retail revenues were derived from the sale of natural gas. We also identify wholesale natural gas arbitrage opportunities in conjunction with our retail procurement and hedging activities, which we refer to as asset optimization.

•

Retail Electricity Segment. We purchase electricity supply through physical and financial transactions with market counterparts and ISOs and supply electricity to residential and commercial consumers pursuant to fixed-price and variable-price contracts. For the three months ended March 31, 2016 and 2015, approximately 56% and 45%, respectively, of our retail revenues were derived from the sale of electricity.

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•	East - New York, New Jersey, Pennsylvania, Connecticut, Massachusetts, Maryland and Florida;

•	Midwest - Illinois, Indiana, Michigan and Ohio; and

•	Southwest - Texas, California, Nevada, Colorado and Arizona.

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•	our operating performance as compared to other publicly traded companies in the retail energy industry, without regard to financing methods, capital structure or historical cost basis;

•	the ability of our assets to generate earnings sufficient to support our proposed cash dividends; and

•	our ability to fund capital expenditures (including customer acquisition costs) and incur and service debt.

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(1)	Adjusted EBITDA and Retail Gross Margin are non-GAAP financial measures. See “How We Evaluate Our Operations” for a reconciliation of Adjusted EBITDA and Retail Gross Margin to their most directly comparable financial measures presented in accordance with GAAP.

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(1)	Adjusted EBITDA and Retail Gross Margin are non-GAAP financial measures. See “How We Evaluate Our Operations” for a reconciliation of Adjusted EBITDA and Retail Gross Margin to their most directly comparable financial measures presented in accordance with GAAP.

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(1)	Adjusted EBITDA and Retail Gross Margin are non-GAAP financial measures. See “—How We Evaluate Our Operations” for a reconciliation of Adjusted EBITDA and Retail Gross Margin to their most directly comparable financial measures presented in accordance with GAAP.

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(1)	Subject to Senior Credit Facility borrowing base restrictions. See “—Cash Flows—Senior Credit Facility.”

(2)	Subject to Senior Credit Facility covenant restrictions. See “—Cash Flows—Senior Credit Facility.”

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•	the Eurodollar rate plus an applicable margin of up to 3.00% per annum (based upon the prevailing utilization); or

•	the alternate base rate plus an applicable margin of up to 2.00% per annum (based upon the prevailing utilization). The alternate base rate is equal to the highest of (i) Société Générale’s prime rate, (ii) the federal funds rate plus 0.50% per annum, or (iii) the reference Eurodollar rate plus 1.00%; or

•	the rate quoted by Société Générale as its cost of funds for the requested credit plus up to 2.50% per annum (based upon the prevailing utilization).

•	the Eurodollar rate plus an applicable margin of up to 3.75% per annum (based upon the prevailing utilization); or

•	the alternate base rate plus an applicable margin of up to 2.75% per annum (based upon the prevailing utilization). The alternate base rate is equal to the highest of (i) Société Générale’s prime rate, (ii) the federal funds rate plus 0.50% per annum, or (iii) the reference Eurodollar rate plus 1.00%.

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•	incur certain additional indebtedness;

•	grant certain liens;

•	engage in certain asset dispositions;

•	merge or consolidate;

•	make certain payments, distributions, investments, acquisitions or loans; or

•	enter into transactions with affiliates.

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(1)	Included in the total amount are future minimum payments for leases for services and equipment to support our operations and office rent.

(2)	The amounts represent the notional value of natural gas and electricity related purchase contracts that are not accounted for as derivative financial instruments recorded at fair market value as the company has elected the normal purchase normal sale exception, and therefore are not recognized as liabilities on the combined and consolidated balance sheet.

(3)	The amounts presented here include contracts for billing services and other software agreements.

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•	“Cash Available for Distribution” is generally defined as the Adjusted EBITDA of Spark HoldCo for the applicable period, less (i) cash interest paid by Spark HoldCo, (ii) capital expenditures of Spark HoldCo (exclusive of customer acquisition costs) and (iii) any taxes payable by Spark HoldCo; and

•

“Total Distributions” are defined as the aggregate distributions necessary to cause the Company to receive distributions of cash equal to (i) the targeted quarterly distribution the Company intends to pay to holders of its Class A common stock payable during the applicable four-quarter period, plus (ii) the estimated taxes payable by the Company during such four-quarter period, plus (iii) the expected TRA Payment payable during the calendar year for which the TRA Coverage Ratio is being tested.

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(1)	Included in the total amount are future minimum payments for leases for services and equipment to support our operations and office rent.

(2)	The amounts represent the notional value of natural gas and electricity related purchase contracts for which the company has elected the normal purchase normal sale exception, and therefore are not recognized as liabilities on the combined and consolidated balance sheet.

(3)	The amount represents future payments under advertising agreements.

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ARTICLE 1	DEFINITIONS    1

1.1	Certain Definitions    1

1.2	Other Definitional and Interpretive Matters    15

ARTICLE 2	SALE AND PURCHASE OF EQUITY INTERESTS; PURCHASE PRICE    16

2.1	Sale and Purchase of Interests    16

2.2	Purchase Price; Escrow; Earnout    16

2.3	Purchase Price Adjustment    18

2.4	Escrow    19

2.5	Withholding    20

ARTICLE 3	CLOSING    20

3.1	Closing Date    20

3.2	Transaction to be Effected at the Closing    20

ARTICLE 4	REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANIES    21

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4.1	Organization, Authority and Qualification    21

4.2	Capitalization    22

4.3	Conflicts    22

4.4	Taxes    23

4.5	Financial Statements    24

4.6	Absence of Certain Changes or Events    25

4.7	Litigation and Regulatory Matters    27

4.8	Compliance With Laws; Permits    27

4.9	Environmental Matters    27

4.10	Material Contracts    28

4.11	Intellectual Property    29

4.12	Title to Assets; Real Property    30

4.13	Employee Benefits    31

4.14	Employees    32

4.15	Insurance    33

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4.16	Brokers’ and Other Fees of Seller    33

4.17	Banking Facilities    33

4.18	Change of Control Payments    33

4.19	Agreements with Affiliates    34

4.20	Full Disclosure    34

ARTICLE 5	REPRESENTATIONS AND WARRANTIES OF SELLER    34

5.1	Formation    34

5.2	Authorization    34

5.3	No Conflicts; Consents    34

5.4	Ownership and Transfer    35

5.5	Investment Purpose    35

5.6	Restricted Securities    35

5.7	Information Made Available to Seller    35

ARTICLE 6	REPRESENTATIONS AND WARRANTIES OF BUYER    36

6.1	Organization and Authority    36

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6.2	No Conflicts; Consents    36

6.3	Investment Purpose    36

6.4	Restricted Securities    36

6.5	Information Made Available to Buyer    36

6.6	Brokers’ Fees and Other Fees of Buyer    37

6.7	Legal Proceedings    37

ARTICLE 7	COVENANTS    37

7.1	Employees; Benefit Plans; Employment Agreements    37

7.2	Director and Officer Indemnification    38

7.3	Attorney-Client Privilege    39

7.4	Confidentiality    39

7.5	Books and Records    39

7.6	Public Announcements; Confidential Treatment    40

7.7	Further Assurances    40

7.8	Commercially Reasonable Efforts; Notices and Consents    40

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7.9	Operation of the Business    40

7.10	Access to Premises    41

7.11	Notice of Developments    42

7.12	Exclusivity    42

7.13	Tax Matters    43

7.14	Change of Control Exclusion Payments and Change of

7.15	Existence    44

7.16	Seller’s Parent Guaranty    44

7.17	SEI Guaranty    45

7.18	No Additional Representations or Warranties    46

ARTICLE 8	CONDITIONS TO THE CLOSING    46

8.1	Conditions to Buyer’s Obligations    46

8.2	Conditions to Seller’s Obligations    48

ARTICLE 9	SURVIVAL AND INDEMNIFICATION    49

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9.1	Survival    49

9.2	Indemnification by Seller    50

9.3	Indemnification by Buyer    50

9.4	Limitations on Indemnification    50

9.5	Indemnification Procedures    52

9.6	Tax Treatment of Indemnity Payments    54

9.7	Equitable Remedies    54

9.8	Sole and Exclusive Remedies    54

9.9	No Special Losses    55

ARTICLE 10	TERMINATION; REMEDIES    55

10.1	Termination of Agreement    55

10.2	Effect of Termination    56

10.3	Remedies for Certain Actions    56

ARTICLE 11	MISCELLANEOUS    56

11.1	Prior Sellers’ Representative    56

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11.2	Expenses    56

11.3	Governing Law; Submission to Jurisdiction    57

11.4	Entire Agreement; Amendments and Waivers    57

11.5	Notices    57

11.6	Severability    58

11.7	Binding Effect; Assignment    58

11.8	Counterparts    59

11.9	Waiver of Jury Trial    59

Exhibit A	–    Omnibus Assignment and Assumption Agreement

Exhibit B	–    Escrow Agreement

Exhibit C	–    Escrow Disbursement Agreement

Exhibit D	–    Escrow Assignment and Assumption Agreement

Exhibit E	–    Earnout Agreement

Exhibit F	–    Executive Earnout Agreement

Schedule 1.1	–    Working Capital

Schedule 2.1	–    Interests

Schedule 4.3(b)	–    Consents and Approvals

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Schedule 4.4	–    Taxes

Schedule 4.5(a)	–    Financial Statements

Schedule 4.5(b)	–    Liabilities

Schedule 4.5(c)	–    Letters of Credit and Bonds

Schedule 4.5(d)	–    Accounts Receivable Reserves

Schedule 4.5(e)	–    Indebtedness

Schedule 4.6	–    Changes or Events

Schedule 4.7	–    Litigation and Regulatory Matters

Schedule 4.8	–    Permits

Schedule 4.9	–    Environmental Matters

Schedule 4.10	–    Material Contracts

Schedule 4.11(a)	–    Intellectual Property

Schedule 4.11(b)	–    Third Party IP Licenses

Schedule 4.11(c)	–    Company Confidential Information

Schedule 4.12	–    Real Property Leases; Excluded Property

Schedule 4.13	–    Benefit Plans

Schedule 4.14	–    Employees

Schedule 4.15	–    Insurance Policies

Schedule 4.16	–    Brokers’ or Other Fees of Sellers

Schedule 4.17	–    Banking Facilities

Schedule 4.18	–    Change of Control Payments

Schedule 4.19	–    Agreements with Affiliates

Schedule 6.2	–    Conflicts; Consents

Schedule 7.1	–    Employee Benefit Plans; Employment and Other Services Agreements

Schedule 7.1(a)	–    Company Continuing Employees

Schedule 7.2	–    Director and Officer Indemnification and Insurance

Schedule 7.9(a)	–    Conduct of Business; Permitted Activities of Companies

Schedule 8.1(h)	–    Regulatory Approvals

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1.	The Company’s audited financial statements for the years ended December 31, 2011 through 2014;

2.	The Company’s internally-prepared income statement and balance sheet for the year ended December 31, 2015;

3.	The Company’s internally-prepared financial statements for the two months ended February 29, 2016;

4.	Spark’s KFI Model, containing projected financial statements for the Company for the six-month period from July 1, 2016 through December 31, 2016 and the years ending December 31, 2017 through 2019;

5.	Downside income statement projection case for the Company prepared by Spark management for the six-month period from July 1, 2016 through December 31, 2016 and the fiscal years ending December 31, 2017 through 2019;

6.	Projected income statements for the Company prepared by Major management for the years ending December 31, 2016 through 2018;

7.	Update on Major Energy Valuation and Due Diligence, prepared by Spark management, dated April 25, 2016;

8.	Management Presentation, prepared by Major management, dated February 2016;

9.	Projected financial statements for Spark on a standalone basis as prepared by Spark management for the six months ended December 31, 2016, the twelve months ended December 31, 2016 and 2019;

10.	Draft of the Purchase Agreement dated May 2, 2016;

11.	Membership Interest Purchase Agreement by and among NGE, Major, the members of Major and Saul Horowitz, as Major’s representative, dated March 18, 2016;

12.	Earnout Agreement by and among NGE, Major, the members of Major and Saul Horowitz, as Major’s representative, dated March 18, 2016;

13.	Executive Earnout Agreement by and among NGE, Major, the members of Major, Saul Horowitz, as representative for Major’s members, Saul Horowitz, Mark (Moshe) Wiederman, Daniel Alper, Levi Moeller and David Sobel, dated March 18, 2016 (together with the Earnout Agreement listed immediately above, the “Earnout Agreements”);

14.	Escrow Agreement and Escrow Disbursement Agreement, each by and among NGE, Major, the members of Major, Saul Horowitz, as Major’s representative, and BBVA Compass Bank, dated March 18, 2016;

15.	A review of publicly available financial data for certain publicly traded companies that we deemed relevant;

16.	A review of publicly available information regarding certain merger and acquisition transactions that we deemed relevant;

17.

Discussions with members of the Special Committee and Spark’s management, including but not limited to Mr. Jim Jones as Chairman of the Special Committee; Mr. Nathan Kroeker, Spark’s Director, President and Chief Executive Officer; Ms. Georganne Hodges, Spark’s Chief Financial Officer; and Mr. Andy Davis, Spark’s Senior Director, Finance and Treasurer, concerning the Transaction and the Company’s business, industry, history, and prospects;

18.	A site visit to Spark’s corporate offices located in Houston, Texas; and

19.	An analysis of other facts and data that we deemed relevant in reaching our conclusions.

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