IRVING,
Texas, Feb. 29, 2024 /PRNewswire/ -- Vistra Corp.
(NYSE: VST) ("Vistra" or the "Company") announced today the results
to date of its previously announced cash tender offer (the "Tender
Offer") to purchase any and all outstanding rights (the "TRA
Rights") for the benefit of registered holders ("Holders") to
receive payments from the Company related to certain tax benefits
that were issued pursuant to that certain Tax Receivable Agreement,
dated Oct. 3, 2016, by and between
the Company and American Stock Transfer & Trust Company, LLC, a
New York limited liability trust
company, as transfer agent, as amended and restated by the Amended
and Restated Tax Receivable Agreement, dated as of Dec. 29, 2023, by and between the Company and
Equiniti Trust Company, LLC, a New
York limited liability company, as transfer agent
("Equiniti"), upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated Jan.
31, 2024 (the "Offer to Purchase") and the associated letter
of transmittal (the "Letter of Transmittal").
According to information received from Equiniti, the Transfer
Agent and Paying Agent for the Tender Offer, as of 5:00 p.m., New York
City time, on Feb. 28, 2024
(the "Early Tender Date"), Vistra had received valid tenders from
the Holders that were not validly withdrawn of (i) 55,056,931 TRA
Rights that were accepted for purchase as of Feb. 13, 20024 (the "Early Tendered TRA Rights")
and (ii) 2,235,020 TRA Rights that were accepted for purchase as of
Feb. 28, 2024 (the "Final Tendered
TRA Rights" and together with the Early Tendered TRA Rights, the
"Tendered TRA Rights"). The settlement date for the Early Tendered
TRA Rights occurred on Feb. 16, 2024,
and the settlement date for the Final Tendered TRA Rights is
expected to occur on Mar. 4,
2024.
Upon purchase of the Final Tendered TRA Rights, approximately
98% of the previously outstanding TRA Rights will have been
repurchased by the Company in the Tender Offer and in a series of
privately negotiated transactions that occurred in December 2023 and January
2024. The cumulative TRA repurchase transactions are
expected to yield a substantially positive financial return, while
simplifying the Company's capital structure.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the securities described above, nor
shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction.
About Vistra
Vistra (NYSE: VST) is a leading, Fortune 500 integrated retail
electricity and power generation company based in Irving, Texas, providing essential resources
for customers, commerce, and communities. With operations in 20
states and the District of
Columbia, Vistra combines an innovative, customer-centric
approach to retail with safe, reliable, diverse, and efficient
power generation. Learn more at https://www.vistracorp.com.
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 operates and beliefs of and
assumptions made by Vistra's management, involve risks and
uncertainties, which are difficult to predict and are not
guarantees of future performance, that could significantly affect
the financial results of Vistra. All statements, other than
statements of historical facts, that are presented herein, or in
response to questions or otherwise, that address activities, events
or developments that may occur in the future, including such
matters as activities related to our financial or operational
projections, projected synergy, value lever and net debt targets,
capital allocation, capital expenditures, liquidity, projected
Adjusted EBITDA to free cash flow conversion rate, dividend policy,
business strategy, competitive strengths, goals, future
acquisitions or dispositions, development or operation of power
generation assets, market and industry developments and the growth
of our businesses and operations (often, but not always, through
the use of words or phrases, or the negative variations of those
words or other comparable words of a future or forward-looking
nature, including, but not limited to: "intends," "plans," "will
likely," "unlikely," "believe," "confident", "expect," "seek,"
"anticipate," "estimate," "continue," "will," "shall," "should,"
"could," "may," "might," "predict," "project," "forecast,"
"target," "potential," "goal," "objective," "guidance" and
"outlook"), are forward-looking statements. Readers are cautioned
not to place undue reliance on forward-looking statements. Although
Vistra believes that in making any such forward-looking statement,
Vistra'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) 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; (ii)
the ability of Vistra to execute upon its contemplated strategic,
capital allocation, performance, and cost-saving initiatives
including the acquisition of Energy Harbor Corp. and to
successfully integrate acquired businesses; (iii) actions by credit
ratings agencies; (iv) the ability of Vistra to consummate the
transaction with Energy Harbor Corp., successfully integrate Energy
Harbor Corp.'s businesses and realize the anticipated benefits of
the transaction; and (v) those additional risks and factors
discussed in reports filed with the Securities and Exchange
Commission by Vistra from time to time, including the uncertainties
and risks discussed in the sections entitled "Risk Factors" and
"Forward-Looking Statements" in Vistra's annual report on Form 10-K
for the year ended December 31, 2023
and any subsequently filed quarterly reports on Form 10-Q.
Any forward-looking statement speaks only at the date on which
it is made, and except as may be required by law, Vistra 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 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.
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SOURCE Vistra Corp