8-KMaterial AgreementsRegulation FDExhibits & Filings

Vistra Corp. 8-K Report, Material Agreement (Sep 15, 2023)

Filed September 15, 2023For Securities:VST

Summary

Vistra Corp. (VST) announced through its subsidiary Vistra Operations Company LLC the entry into purchase agreements for the issuance and sale of $650 million in aggregate principal amount of 6.950% senior secured notes due 2033 and $1.1 billion in aggregate principal amount of 7.750% senior unsecured notes due 2031. These offerings, conducted as private placements to qualified institutional buyers, are intended to fund the cash component of the acquisition of Energy Harbor Corp., with remaining proceeds allocated for general corporate purposes, including debt refinancing, and to cover offering expenses. The offerings are not conditioned on each other or the completion of the Energy Harbor merger, providing financial flexibility regardless of the merger's outcome.

Key Highlights

  • 1Vistra Operations LLC is raising $1.75 billion in aggregate principal amount through two concurrent private offerings of senior secured and senior unsecured notes.
  • 2The senior secured notes bear a 6.950% interest rate and mature in 2033, totaling $650 million.
  • 3The senior unsecured notes bear a 7.750% interest rate and mature in 2031, totaling $1.1 billion.
  • 4Proceeds are primarily earmarked to fund the cash portion of the Energy Harbor acquisition.
  • 5The offerings are not dependent on the completion of the Energy Harbor merger, offering flexibility.
  • 6If the merger does not close, proceeds will be used for general corporate purposes, including debt refinancing, and offering expenses.
  • 7The notes are being offered to qualified institutional buyers and non-U.S. persons in private placements, not registered under the Securities Act of 1933.

Frequently Asked Questions

Vistra is raising a total of $1.75 billion through the concurrent offerings: $650 million in senior secured notes and $1.1 billion in senior unsecured notes.

The primary use of the proceeds is to fund the cash component of Vistra's acquisition of Energy Harbor Corp. If the acquisition does not proceed, the funds will be used for general corporate purposes, including refinancing outstanding debt.

No, the offerings are not conditioned upon the completion of the Energy Harbor merger. This provides Vistra with financial resources irrespective of the merger's finalization.

The notes are being offered on a private placement basis to persons reasonably believed to be qualified institutional buyers under Rule 144A and outside the United States to non-U.S. persons in compliance with Regulation S.