IRVING,
Texas, Nov. 19, 2024 /PRNewswire/ -- Vistra
Corp. (NYSE: VST) (the "Company" or "Vistra") announced today the
launch of senior secured notes due 2026 (the "2026 Notes") and
senior secured notes due 2034 (the "2034 Notes", and together
with the 2026 Notes, the "Notes") in a private offering (the
"Offering") to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the "Securities
Act"), and to certain non-U.S. persons in accordance with
Regulation S under the Securities Act. The Notes will be senior,
secured obligations of Vistra Operations Company LLC, a
Delaware limited liability company
and an indirect wholly owned subsidiary of the Company (the
"Issuer"). The Notes will be fully and unconditionally guaranteed
by certain of the Issuer's current and future subsidiaries that
also guarantee the Issuer's Credit Agreement, dated as of
October 3, 2016 (as amended, the
"Credit Agreement"), by and among the Issuer, as borrower, Vistra
Intermediate Company LLC, as parent guarantor, the other guarantors
party thereto, Citibank, N.A., as administrative and collateral
agent, various lenders and letter of credit issuers party thereto,
and the other parties named therein. The Notes will be secured by a
first-priority security interest in the same collateral that is
pledged for the benefit of the lenders under the Credit Agreement
and certain other agreements. The collateral securing the Notes
will be released if the Issuer's senior, unsecured long-term debt
securities obtain an investment grade rating from two out of the
three rating agencies, subject to reversion if such rating agencies
withdraw the investment grade rating of the Issuer's senior,
unsecured long-term debt securities or downgrade such rating below
investment grade.
The Company intends to use the proceeds from the Offering for
general corporate purposes, including to refinance outstanding
indebtedness, to fund the opportunistic early payout of the
purchase price installment payments scheduled to be paid in 2025
and 2026 (the "Vistra Vision purchase installment payments") to
Avenue Capital Management II, L.P. ("Avenue") for the previously
announced purchase by the Company from Avenue of its equity
interest in Vistra Vision LLC ("Vistra Vision"), and to pay fees
and expenses related to the Offering.
The 2026 Notes Offering, and the intended associated early
extinguishment of the Vistra Vision purchase installment payments
to Avenue represents an opportunistic leverage-neutral and
NPV-positive transaction for the Company, supported by the lower
implied interest rate and favorable timing of payments. It is
anticipated that the Vistra Vision purchase installment payments
obligation to Avenue (which total approximately $550 million) will be extinguished in exchange
for the payment of approximately $506
million to Avenue on December 31,
2024.1
The Notes will not be registered under the Securities Act or the
securities laws of any state or other jurisdiction and may not be
offered or sold in the United
States absent registration or an applicable exemption from
such registration requirements.
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.
- Upon pricing of at least $1.25
billion in the Offering, we intend to enter into an
amendment to that certain Class B Unit Purchase Agreement with
Avenue, dated as of September 18,
2024, to provide for payment in full at closing for the
purchase of Vistra Vision equity interests from Avenue. Together
with the originally scheduled payment due at closing of
$314 million, the total amount due to
Avenue at closing pursuant to the amendment would be approximately
$820 million, subject to adjustment
based on the difference between $44
million and the amount of dividends paid to Avenue prior to
closing.
About Vistra
Vistra (NYSE: VST) is a leading Fortune 500 integrated retail
electricity and power generation company that provides essential
resources to customers, businesses, and communities from
California to Maine. Based in Irving, Texas, Vistra is a leader in the energy
transformation with an unyielding focus on reliability,
affordability, and sustainability. The company safely operates a
reliable, efficient, power generation fleet of natural gas,
nuclear, coal, solar, and battery energy storage facilities while
taking an innovative, customer-centric approach to its retail
business. Learn more at 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, capital allocation, capital expenditures, liquidity,
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, cost-saving initiatives, and to successfully integrate
acquired businesses; (iii) actions by credit ratings agencies; and
(iv) 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