Summary
Vistra Corp. (VST) filed an 8-K on April 9, 2018, to report the closing of its merger with Dynegy Inc. This transaction, which was effective on April 9, 2018, has resulted in Vistra Corp. continuing as the surviving entity, operating under the name Vistra Energy Corp. The merger was structured as a stock-for-stock transaction, where Dynegy shareholders received 0.652 shares of Vistra Energy common stock for each share of Dynegy common stock they held. This filing details the material definitive agreements entered into in connection with the merger, including the assumption of Dynegy's credit agreement and various senior notes, as well as adjustments to outstanding warrants and tangible equity units. It also announces changes to the Board of Directors, with three former Dynegy directors joining Vistra's board.
Key Highlights
- 1Vistra Corp. has completed its merger with Dynegy Inc., with Vistra continuing as the surviving corporation under the name Vistra Energy Corp. effective April 9, 2018.
- 2Dynegy shareholders received 0.652 shares of Vistra Energy common stock for each share of Dynegy common stock they owned.
- 3Vistra Corp. assumed Dynegy's existing credit agreement and various series of senior notes, totaling significant aggregate principal amounts.
- 4Outstanding Dynegy warrants will continue to trade under a new ticker symbol (VST.WS.A), with their terms adjusted to reflect the merger.
- 5Dynegy's 7.00% tangible equity units have had their settlement rates adjusted to reflect the exchange ratio, converting them to rights for Vistra Energy common stock.
- 6Three former Dynegy directors have been appointed to the Vistra Energy Board of Directors, expanding the board to 11 members.
- 7The filing incorporates by reference audited financial statements of Dynegy and pro forma combined financial information of Vistra Energy.