What is the primary purpose of this offering?

The primary purpose of this offering is to raise capital to fund eligible green projects in the United States, in accordance with Vistra's Green Finance Framework. Proceeds will be used to pay for or reimburse existing and new eligible green projects.

What are the key terms of the Series B Preferred Stock?

The Series B Preferred Stock has a fixed dividend rate of 7.0% annually until December 15, 2026. After this date, the dividend rate will reset to the five-year U.S. Treasury rate plus a spread of 5.74%, subject to a floor. It has a liquidation preference of $1,000 per share and is redeemable by Vistra under certain conditions, including at a premium upon a change of control or rating event.

Why was this offering conducted as a private placement?

The offering was conducted as a private placement under Rule 144A and Regulation S because it was not registered under the Securities Act of 1933. This allowed Vistra to sell the shares directly to qualified institutional buyers and non-U.S. persons, which is generally a faster and less costly process than a public offering.

What are the redemption rights associated with this preferred stock?

Vistra has the option to redeem the Series B Preferred Stock starting on or after December 15, 2026, at par ($1,000 per share) plus accrued dividends. Additionally, Vistra can redeem the stock at a premium (102% or 103% of par, depending on the timing) upon certain events, such as a change of control trigger event or a rating event. Holders generally have no voting rights unless specific conditions regarding missed dividends or adverse charter changes occur.

VST 8-K: Material Agreements, Securities & Listing & More

Summary

Vistra Corp. (VST) announced on December 13, 2021, the successful private placement of 1,000,000 shares of its 7.0% Series B Fixed-Rate Reset Cumulative Redeemable Green Perpetual Preferred Stock. The offering closed on December 10, 2021, and was conducted under Rule 144A for qualified institutional buyers and Regulation S for non-U.S. persons, meaning the shares were not registered under the Securities Act of 1933. The net proceeds from this offering are intended to fund eligible green projects in the United States, aligning with Vistra's Green Finance Framework. Pending allocation, the funds will be managed according to the company's liquidity policy. The Series B Preferred Stock carries a cumulative dividend rate of 7.0% until December 2026, after which it resets based on the five-year U.S. Treasury rate plus a spread. The stock has a liquidation preference of $1,000 per share and includes provisions for redemption under specific circumstances, such as a change of control or a rating event, at a premium.

Key Highlights

1Vistra Corp. successfully completed a private placement of 1,000,000 shares of 7.0% Series B Green Perpetual Preferred Stock.
2The offering closed on December 10, 2021, and was conducted via Rule 144A and Regulation S, targeting institutional and non-U.S. investors.
3Net proceeds are earmarked for financing eligible green projects under Vistra's Green Finance Framework, with an 18-24 month allocation target.
4The Series B Preferred Stock offers a fixed 7.0% dividend rate until December 15, 2026, after which it will reset based on Treasury rates plus a spread.
5The stock has a liquidation preference of $1,000 per share.
6Redemption options exist for Vistra, including at par after December 2026, or at a premium (102%-103%) upon specific events like a change of control or rating event.
7Holders have limited voting rights, primarily related to adverse changes in their rights or significant capital structure events.

Vistra Corp. 8-K Report, Material Agreement (Dec 13, 2021)

Summary

Key Highlights

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