IRVING, Texas, April 9, 2018 /PRNewswire/ -- Vistra Energy
Corp. (NYSE: VST), the parent company for TXU Energy and Luminant,
today announced it has completed its previously announced merger
with Dynegy Inc. (NYSE: DYN). The closing of the transaction
follows the overwhelming approval from stockholders of both Vistra
Energy Corp. and Dynegy Inc. in March, and the receipt of all
required regulatory approvals. Vistra Energy Corp. will be the name
of the combined company moving forward, and the combined company's
stock will continue to trade on the New York Stock Exchange under
the current ticker symbol for Vistra Energy.
The combination of Dynegy's generation capacity and existing
retail footprint with Vistra Energy's integrated ERCOT model
creates the lowest-cost integrated power company in the industry
and positions the combined company as the leading integrated retail
and generation platform throughout key competitive power markets in
the United States.
With the transaction complete, Vistra Energy now:
- Employs about 6,000 people across 12 states.
- Serves approximately 2.7 million residential customers in five
top retail states.
- Serves approximately 240,000 commercial and industrial retail
customers.
- Owns approximately 40,000 megawatts of installed generation
capacity.
- Has power generation capacity that is more than 60 percent
natural gas-fueled, with 84 percent located within the ERCOT, PJM,
and ISO-NE competitive power markets.
- Projects that it will produce approximately 50 percent of gross
margin from more stable capacity payments and retail operations, as
well as approximately 50 percent of adjusted EBITDA from the ERCOT
market.
"With this combination completed, Vistra Energy is now
positioned to be the leading integrated power company in
the United States," said Vistra
Energy President and Chief Executive Officer Curt Morgan.
"We further believe our low-cost structure, diversified business
operations, and strong balance sheet create the platform to produce
significant shareholder value, as demonstrated by our stated
expectation to exceed our previously communicated merger-related
synergy and operational improvement targets," added Mr. Morgan.
"The combined company's EBITDA to free cash flow conversion rate of
approximately 60 percent from its ongoing operations is expected to
provide significant excess cash for diverse capital allocation
opportunities, reduction of debt to our stated 2.5 times net debt
to EBITDA target, disciplined growth investments, and return of
capital to our stockholders including share repurchases and
dividends. We welcome our Dynegy colleagues, and look forward to
serving our new customers and communities where we operate."
In accordance with the terms of the merger, Dynegy stockholders
are entitled to receive 0.652 shares of Vistra Energy common stock
for each share of Dynegy common stock that they owned, resulting in
former Vistra Energy stockholders and former Dynegy stockholders
owning approximately 79 percent and 21 percent, respectively, of
the combined company.
Vistra Energy also announced that three of Dynegy's directors,
Hilary E. Ackermann, Paul M. Barbas, and John
R. Sult, have been appointed to the Vistra Energy Board of
Directors, effective immediately. These appointments bring the
total number of directors of the combined company's board to
11.
The Vistra Energy leadership team can be viewed on Vistra
Energy's website.
The combined company's headquarters will be in Irving, Texas. In addition, the combined
company has offices in Houston;
Cincinnati, Ohio; and Collinsville, Illinois.
ABOUT VISTRA ENERGY
Vistra Energy (NYSE: VST) is a
premier, integrated power company based in Irving, Texas, combining an innovative,
customer-centric approach to retail with a focus on safe, reliable,
and efficient power generation. Through subsidiaries that include
TXU Energy, Dynegy Energy Services, Homefield Services, and
Luminant, Vistra operates in 12 states and six of the seven
competitive markets in the U.S., with about 6,000 employees.
Vistra's retail brands serve approximately 2.9 million residential,
commercial, and industrial customers across five top retail states,
and its generation fleet totals approximately 40,000 megawatts of
highly efficient generation capacity, with a diverse portfolio of
natural gas, nuclear, coal, and solar facilities.
Cautionary Note Regarding Forward-Looking Statements
The information presented herein includes forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements, which are
based on current expectations, estimates and projections about the
industry and markets in which Vistra Energy operates and beliefs of
and assumptions made by Vistra Energy's management, involve risks
and uncertainties, which are difficult to predict and are not
guarantees of future performances, that could significantly affect
the financial results of Vistra Energy. All statements, other than
statements of historical facts, are forward-looking statements.
These statements are often, but not always, made through the use of
words or phrases such as "may," "might," "should," "could,"
"predict," "potential," "believe," "will likely result," "expect,"
"continue," "will," "shall," "anticipate," "seek," "estimate,"
"intend," "plan," "project," "forecast," "goal," "target," "would,"
"guidance," and "outlook," or the negative variations of those
words or other comparable words of a future or forward-looking
nature. Readers are cautioned not to place undue reliance on
forward-looking statements. Although Vistra Energy believes that in
making any such forward-looking statement, Vistra Energy's
expectations are based on reasonable assumptions, any such
forward-looking statement involves uncertainties and risks that
could cause results to differ materially from those projected in or
implied by any such forward-looking statement, including but not
limited to (i) the effect of the merger on Vistra Energy's
relationships with Vistra Energy's and Dynegy's respective
customers and their operating results and businesses generally
(including the diversion of management time on integration-related
issues); (ii) the risk that the credit ratings of the combined
company or its subsidiaries are different from what Vistra Energy
and Dynegy expected; (iii) adverse changes in general economic or
market conditions (including changes in interest rates) or changes
in political conditions or federal or state laws and regulations;
(iv) the ability of Vistra Energy to execute upon the contemplated
strategic and performance initiatives (including the risk that
Vistra Energy's and Dynegy's respective businesses will not be
integrated successfully or that the cost savings, synergies and
growth from the merger will not be fully realized or may take
longer than expected to realize); (v) the outcome of lawsuits that
have been filed, or other lawsuits that may be filed, against
Vistra Energy or Dynegy relating to the merger; and (vi) those
additional risks and factors discussed in reports filed with the
Securities and Exchange Commission ("SEC") by Vistra Energy and
Dynegy from time to time, including (a) the uncertainties and risks
discussed in the sections entitled "Update to Risk Factors," "Risk
Factors," and "Cautionary Statement Regarding Forward-Looking
Statements" in Vistra Energy's prospectus filed with the SEC
pursuant to Rule 424(b) of the Securities Act on March 21, 2018 (as amended and supplemented), and
(b) the uncertainties and risks discussed in the sections entitled
"Risk Factors" and "Forward-Looking Statements" in Vistra Energy's
and Dynegy's respective annual reports on Form 10-K for the fiscal
year ended Dec. 31, 2017.
Any forward-looking statement speaks only at the date on which
it is made, and except as may be required by law, Vistra Energy
will not undertake any obligation to update any forward-looking
statement to reflect events or circumstances after the date on
which it is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and it is not
possible to predict all of them; nor can Vistra Energy assess the
impact of each such factor or the extent to which any factor, or
combination of factors, may cause results to differ materially from
those contained in any forward-looking statement.
CONTACTS
Media
Allan
Koenig
214-875-8004
Media.Relations@vistraenergy.com
Analysts
Molly Sorg
214-812-0046
Investor@vistraenergy.com
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SOURCE Vistra Energy
