Summary
Vistra Corp. (VST) has entered into a material definitive agreement to repurchase approximately 74% of its outstanding Tax Receivable Agreement (TRA) Rights for approximately $476 million. This repurchase was primarily settled through the issuance of newly created 8.875% Series C Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock. The company also amended and restated the TRA, removing certain reporting obligations to holders, limiting transferability of TRA Rights, and modifying provisions related to indebtedness and change of control. This transaction significantly reduces Vistra's exposure to future payments under the TRA. The Series C Preferred Stock carries a fixed dividend rate until January 15, 2029, after which it resets based on U.S. Treasury rates plus a spread. The preferred stock ranks senior to common stock and on parity with existing Series A and B preferred stock, with specific redemption features triggered by events like a Rating Event or Change of Control Trigger Event. Holders of the Series C Preferred Stock have limited voting rights.
Key Highlights
- 1Vistra Corp. repurchased ~74% of outstanding TRA Rights for ~$476 million.
- 2Repurchase consideration was paid primarily through the issuance of new Series C Preferred Stock (8.875% dividend rate).
- 3Amended and Restated TRA (A&R TRA) removes certain reporting obligations and limits transferability of TRA Rights.
- 4Series C Preferred Stock has a fixed dividend rate until Jan 15, 2029, then resets to a floating rate (5-yr US Treasury + 5.045%).
- 5Series C Preferred Stock has a liquidation preference of $1,000 per share and ranks senior to common stock.
- 6The Series C Preferred Stock includes provisions for redemption at premium prices upon specific events like a Rating Event or Change of Control Trigger Event.
- 7Holders of Series C Preferred Stock have limited voting rights.