8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+2

Vistra Corp. 8-K Report, Material Agreement (Mar 7, 2024)

Filed March 7, 2024For Securities:VST

Summary

Vistra Corp. (VST) announced the completion of its acquisition of Energy Harbor Corp. on March 1, 2024, a transaction originally announced in March 2023. The acquisition was structured as a merger where Energy Harbor became a wholly-owned subsidiary of Vistra Vision LLC, a newly formed subsidiary of Vistra. As part of the transaction, certain rollover holders exchanged a portion of their Energy Harbor shares for equity interests in Vistra Vision, holding a 15% stake, while Vistra holds the remaining 85% equity. This structure, governed by an Amended and Restated Limited Liability Company Agreement, will house the acquired assets and other non-thermal businesses. Vistra funded the cash portion of the transaction through existing credit facilities and accounts receivable financing. Additionally, Vistra has appointed John W. (Bill) Pitesa to its Board of Directors, effective March 7, 2024, expanding the board to 12 members. Mr. Pitesa, an experienced nuclear industry executive, will also chair the newly formed Nuclear Oversight Committee. This appointment coincides with the completion of the Energy Harbor acquisition, bringing in expertise relevant to Vistra's operations. Vistra will file separate amendments to this 8-K to provide the required financial statements and pro forma information for the acquired Energy Harbor business.

Key Highlights

  • 1Vistra Corp. completed the acquisition of Energy Harbor Corp. on March 1, 2024, through a merger creating a new subsidiary, Vistra Vision LLC.
  • 2Vistra Vision LLC will hold the acquired Energy Harbor assets and other non-thermal businesses, with Vistra holding an 85% equity stake and rollover holders holding 15%.
  • 3The transaction was funded using a combination of Vistra's cash on hand and borrowings under existing credit and financing facilities.
  • 4John W. (Bill) Pitesa was appointed to Vistra's Board of Directors and will chair the new Nuclear Oversight Committee.
  • 5Mr. Pitesa brings extensive experience in the nuclear industry to Vistra's board.
  • 6The company will file subsequent amendments to this 8-K to include the financial statements and pro forma information of the acquired Energy Harbor business.

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