How much is Vistra paying for Cogentrix, and how is it structured?

The net purchase price is about $4.0 billion. It includes approximately $2.3 billion in cash, about $0.9 billion in Vistra common stock (5 million shares at a mutually agreed $185 per share), and roughly $1.5 billion of Cogentrix debt that Vistra will assume. Approximately $0.7 billion, the net present value of expected tax benefits, is subtracted from that total. The cash figure is subject to customary working capital, cash, and debt adjustments.

How will the acquisition be financed, and what is the dilution impact?

Vistra expects to fund the cash consideration mainly with debt. Goldman Sachs Bank USA has committed up to about $2.0 billion under a 364-day senior secured bridge facility, which is reduced if permanent debt financing is raised before closing. The 5 million shares issued to the seller represent a modest share issuance, and the seller is locked up for three months after closing. Vistra says it will file a resale registration statement within five business days after closing.

What could prevent or delay the deal from closing?

Closing requires FERC approval under the Federal Power Act and expiration of HSR waiting periods. The purchase transaction also needs approvals from the New Hampshire Site Evaluation Committee, the Public Utility Commission of Texas, and the Connecticut PURA. The transactions are cross-conditioned, so both must close together. Either party may terminate after December 31, 2026, with two 90-day extensions available if only regulatory approvals remain outstanding. Press materials expect closing in mid-to-late 2026.

What is the financial case for the deal, and what does Vistra say it means for shareholders?

Vistra cites a purchase price of about 7.25x 2027 expected Adjusted EBITDA and roughly $730/kW, which it considers attractive for modern, efficient gas assets with an average heat rate of about 7,800 Btu/kWh. Management expects mid-single-digit accretion to Ongoing Operations AFCFbG per share in 2027 and high-single-digit average accretion over 2027-2029, driven by cash flow and expected tax benefits. Investors should note these are forward-looking projections subject to the risks listed in the filing.

What are the termination fees if the deal fails?

Buyer would owe reverse termination fees of about $77.8 million under the Purchase Agreement and about $72.2 million under the Merger Agreement if a seller validly terminates after all closing conditions are met and Buyer fails to close. Buyer's monetary liability under each agreement is capped at its respective fee plus certain expense reimbursements. The seller may instead seek specific performance, but it cannot receive both a termination fee and specific performance.

VST 8-K: Material Agreements & Securities & Listing

01—Abstract

Summary

Summary of the 8-K filed January 5, 2026. Cited figures are marked; the original filing is the authoritative source.

On January 5, 2026, Vistra Corp. (VST) disclosed definitive agreements to acquire Cogentrix Energy, a portfolio of 10 natural gas generation facilities totaling about 5,500 MW across PJM, ISO New England, and ERCOT, from funds managed by Quantum Capital Group.

The agreements were signed December 31, 2025, and the Board approved them. The net purchase price is about $4.0 billion^a. It comprises roughly $2.3 billion in cash, about $0.9 billion in Vistra stock (5 million shares at a negotiated $185 per share), and about $1.5 billion of assumed debt, less roughly $0.7 billion of net present value of expected tax benefits.

Management cites an implied multiple of about 7.25x 2027 expected Adjusted EBITDA and roughly $730^b/kW. Vistra expects the deal to be mid-single-digit accretive to Ongoing Operations AFCFbG per share in 2027 and high-single-digit accretive on average over 2027-2029, and to exceed its mid-teens levered return target. Funding relies on a $2.0 billion 364-day senior secured bridge facility from Goldman Sachs Bank USA, which would be reduced if permanent debt financing is obtained before closing.

The Purchase Agreement and Merger Agreement are cross-conditioned, so both must close together. Closing requires FERC approval, HSR clearance, and, for the purchase transaction, approval from the New Hampshire Site Evaluation Committee, the Public Utility Commission of Texas, and the Connecticut PURA. The transaction could terminate after December 31, 2026, subject to two 90-day extensions for regulatory approvals.

Reverse termination fees total about $150 million^c ($77.8 million plus $72.2 million) if Vistra fails to close after conditions are satisfied. The company reiterated its capital allocation framework: net leverage below 3x, $300 million in annual dividends, and at least $1 billion in annual share repurchases.

For investors, the key trade-offs are the addition of modern, efficient gas capacity at a price that management describes as attractive, versus execution risk. That risk includes multiple regulatory approvals, dilution from the 5 million new shares, the reliance on bridge financing until permanent debt is placed, and the expected tax benefits that underpin part of the value.

02—Key points

Key Highlights

Acquisition of Cogentrix adds about 5,500 MW of natural gas capacity (10 facilities) across PJM, ISO-NE, and ERCOT, including the 2016-vintage Patriot and Hamilton-Liberty plants with heat rates under 7,000 Btu/kWh.
Net purchase price of about $4.0B: ~$2.3B cash, ~$0.9B stock (5M shares at $185), and ~$1.5B assumed debt, less ~$0.7B NPV of expected tax benefits; implies ~7.25x 2027 expected Adjusted EBITDA and ~$730/kW.
Expected accretion to Ongoing Operations AFCFbG per share: mid-single-digit in 2027 and high-single-digit on average over 2027-2029, with returns expected to exceed the mid-teens levered return target.
Financing: $2.0B 364-day senior secured bridge facility from Goldman Sachs Bank USA, subject to reduction if permanent debt financing is obtained before closing.
Closing is subject to FERC, HSR, and state approvals (NH SEC, PUCT, Connecticut PURA). The Purchase and Merger transactions are cross-conditioned, and the outside date is December 31, 2026, with two 90-day extensions available for regulatory approvals.
Reverse termination fees total about $150M ($77.8M purchase agreement, $72.2M merger agreement) payable by Buyer if it fails to close after conditions are satisfied.
Vistra reiterated its capital allocation plan: net leverage target below 3x, $300M in annual dividends, and at least $1B in annual share repurchases. The stock issued to the seller is subject to a three-month lock-up and a resale registration statement.

03—Questions

Frequently Asked Questions

How much is Vistra paying for Cogentrix, and how is it structured?
The net purchase price is about $4.0 billion. It includes approximately $2.3 billion in cash, about $0.9 billion in Vistra common stock (5 million shares at a mutually agreed $185 per share), and roughly $1.5 billion of Cogentrix debt that Vistra will assume. Approximately $0.7 billion, the net present value of expected tax benefits, is subtracted from that total. The cash figure is subject to customary working capital, cash, and debt adjustments.
How will the acquisition be financed, and what is the dilution impact?
Vistra expects to fund the cash consideration mainly with debt. Goldman Sachs Bank USA has committed up to about $2.0 billion under a 364-day senior secured bridge facility, which is reduced if permanent debt financing is raised before closing. The 5 million shares issued to the seller represent a modest share issuance, and the seller is locked up for three months after closing. Vistra says it will file a resale registration statement within five business days after closing.
What could prevent or delay the deal from closing?
Closing requires FERC approval under the Federal Power Act and expiration of HSR waiting periods. The purchase transaction also needs approvals from the New Hampshire Site Evaluation Committee, the Public Utility Commission of Texas, and the Connecticut PURA. The transactions are cross-conditioned, so both must close together. Either party may terminate after December 31, 2026, with two 90-day extensions available if only regulatory approvals remain outstanding. Press materials expect closing in mid-to-late 2026.
What is the financial case for the deal, and what does Vistra say it means for shareholders?
Vistra cites a purchase price of about 7.25x 2027 expected Adjusted EBITDA and roughly $730/kW, which it considers attractive for modern, efficient gas assets with an average heat rate of about 7,800 Btu/kWh. Management expects mid-single-digit accretion to Ongoing Operations AFCFbG per share in 2027 and high-single-digit average accretion over 2027-2029, driven by cash flow and expected tax benefits. Investors should note these are forward-looking projections subject to the risks listed in the filing.
What are the termination fees if the deal fails?
Buyer would owe reverse termination fees of about $77.8 million under the Purchase Agreement and about $72.2 million under the Merger Agreement if a seller validly terminates after all closing conditions are met and Buyer fails to close. Buyer's monetary liability under each agreement is capped at its respective fee plus certain expense reimbursements. The seller may instead seek specific performance, but it cannot receive both a termination fee and specific performance.

04—Continue

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