IRVING, Texas, Aug. 21, 2018 /PRNewswire/ -- Vistra Energy
Corp. (NYSE: VST) ("Vistra Energy") announced today the results to
date of its previously announced cash tender offers (the "Tender
Offers") for the outstanding debt securities identified in the
table below (collectively, the "Notes" and each a "Series" of
Notes) and related consent solicitations (the "Consent
Solicitations"), upon the terms and subject to the conditions set
forth in the Offer to Purchase and Consent Solicitation Statement,
dated August 7, 2018 (the "Offer to
Purchase and Consent Solicitation").
According to information received from Global Bondholder
Services Corporation, the depositary and information agent for the
Tender Offers, as of 5:00 p.m.,
New York City time, on
August 20, 2018 (the "Early Tender
Date"), Vistra Energy had received valid tenders from holders of
the Notes that were not validly withdrawn as set forth in the table
below.
Title of
Notes
|
CUSIP
Number
|
Aggregate
Principal Amount Outstanding Prior
to Tender Offers
|
Aggregate
Principal
Amount of Notes Anticipated to be
Accepted for Purchase
|
Acceptance
Priority
Level
|
Tender Offer
Consideration
(1)
|
Early Tender
Premium (1)
|
Total
Consideration
(1)(2)
|
8.125% Senior
Notes due 2026
("2026 Notes")
|
26817RBA5;
U2676QAN8
|
$850,000,000
|
$683,772,000
|
1
|
$1,085.00
|
$30.00
|
$1,115.00
|
|
|
|
|
|
|
|
|
8.034% Senior
Notes due 2024 ("8.034% 2024
Notes")
|
26817RAV0;
26817RAX6;
26817RAZ1
|
$188,237,672
|
$163,029,797
|
2
|
$1,032.50
|
$30.00
|
$1,062.50
|
|
|
|
|
|
|
|
|
8.000% Senior
Notes due 2025
("2025
Notes")
|
26817RAS7;
U2676QAL2
|
$750,000,000
|
$668,686,000
|
3
|
$1,070.00
|
$30.00
|
$1,100.00
|
|
|
|
|
|
|
|
|
7.625% Senior
Notes due 2024 ("7.625% 2024
Notes")
|
26817RAP3
|
$1,250,000,000
|
$26,624,000
|
4
|
$1,052.50
|
$30.00
|
$1,082.50
|
|
|
|
|
|
|
|
|
7.375% Senior
Notes due 2022 ("2022 Notes")
|
26817RAN8
|
$1,750,000,000
|
$0
|
5
|
N/A
|
N/A
|
N/A
|
|
|
|
|
|
|
|
|
(1)
|
Per $1,000 principal
amount of Notes validly tendered (and not validly withdrawn) and
accepted for purchase by Vistra Energy.
|
(2)
|
Includes the Early
Tender Premium (as defined in the Offer to Purchase and Consent
Solicitation) for Notes validly tendered prior to the Early Tender
Date (and not validly withdrawn) and accepted for purchase by
Vistra Energy.
|
Because the aggregate principal amount of the Notes tendered at
or prior to the Early Tender Date would result in an Aggregate
Maximum Tender Amount (as defined in the Offer to Purchase and
Consent Solicitation) that exceeds $1,700,000,000, the Notes that were validly
tendered and not validly withdrawn at or prior to the Early Tender
Date will be prorated as applicable and accepted for purchase, and
Vistra Energy will not accept for purchase any additional Notes
tendered after the Early Tender Date. Subject to the satisfaction
or waiver of all remaining conditions to the Tender Offers
described in the Offer to Purchase and Consent Solicitation having
been either satisfied or waived by Vistra Energy, Vistra Energy
intends to accept for purchase (i) all tendered 2026 Notes, (ii)
all tendered 8.034% 2024 Notes, (iii) all tendered 2025 Notes, (iv)
$26,624,000 of tendered 7.625% 2024
Notes, on a prorated basis, and (v) no 2022 Notes.
Notes will be purchased on the "Early Settlement Date," which is
currently expected to occur on August 22,
2018. The Financing Condition (as defined in the Offer to
Purchase and Consent Solicitation) with respect to the Tender
Offers is expected to be satisfied on August
22, 2018, upon the closing of Vistra Energy's previously
announced offering of $1,000,000,000
in aggregate principal amount of 5.500% Senior Notes due 2026.
In addition, the Requisite Consents (as defined in the Offer to
Purchase and Consent Solicitation) to effect the Proposed
Amendments (as defined in the Offer to Purchase and Consent
Solicitation) with respect to the indentures relating to the 2026
Notes, the 8.034% 2024 Notes, and the 2025 Notes, as well as the
registration rights agreement relating to the 2026 Notes (the
"Registration Rights Agreement"), have been received.
Full details of the terms and conditions of the Tender Offers
and the Consent Solicitations are described in the Offer to
Purchase and Consent Solicitation and the accompanying Letter of
Transmittal and Consent, which were sent by Vistra Energy to
holders of the Notes. Holders of the Notes are encouraged to read
these documents as they contain important information regarding the
Tender Offers and the Consent Solicitations.
Vistra Energy has retained Citigroup Global Markets Inc. to act
as the Lead Dealer Manager and Solicitation Agent for the Tender
Offers and Consent Solicitations. Global Bondholder Services
Corporation has been retained to serve as the Depositary and
Information Agent for the Tender Offers. Questions or requests for
assistance regarding the terms of the Tender Offers and the Consent
Solicitations should be directed to Citigroup Global Markets Inc.
at 388 Greenwich Street, 7th Floor, New
York, New York 10013, Attn: Liability management Group,
(800) 558-3745 (toll-free), (212) 723-6106 (collect). Requests for
the Offer to Purchase and Consent Solicitation and other documents
relating to the Tender Offers and the Consent Solicitations may be
directed to Global Bondholder Services Corporation at 65 Broadway –
Suite 404, New York, New York
10006, Attn: Corporate Actions, (212) 430-3774 (for banks and
brokers) or (866) 470-3900 (for all others).
None of Vistra Energy, its board of directors or officers, the
Lead Dealer Manager and Solicitation Agent, the Depositary and
Information Agent, or the Trustee or any of their respective
affiliates is making any recommendation as to whether Holders
should tender any Notes in response to the Tender Offers or deliver
any consents pursuant to the Consent Solicitations. Holders must
make their own decision as to whether to tender their Notes and, if
applicable, to deliver their consents, and, if so, the principal
amount of Notes as to which action is to be taken.
The Tender Offers and the Consent Solicitations are only being
made by, and pursuant to, the Offer to Purchase and Consent
Solicitation and the accompanying Letter of Transmittal and
Consent. This press release is neither an offer to purchase nor a
solicitation of an offer to sell any Notes in the Tender Offers.
The Tender Offers and the Consent Solicitations are not being made
to holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky, or other laws of such jurisdiction. In any jurisdiction
in which the Tender Offers and the Consent Solicitations are
required to be made by a licensed broker or dealer, the Tender
Offers and the Consent Solicitations will be deemed to be made on
behalf of Vistra Energy by the Lead Dealer Manager and Solicitation
Agent, or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities issued in connection
with any notes offering, nor shall there be any sale of the
securities issued in such an offering in any jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Offers of any such securities will be made in
the United States only by means of
a private offering memorandum pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and
outside the United States to
non-U.S. persons pursuant to Regulation S under the Securities
Act.
Media
Allan Koenig
214-875-8004
Media.Relations@vistraenergy.com
Analysts
Molly Sorg
214-812-0046
Investor@vistraenergy.com
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 its retail and generation
businesses which include TXU Energy, Homefield Energy, Dynegy, 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 41,000 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. These forward-looking statements, which
are based on current expectations, estimates and projections about
the industry and markets in which Vistra Energy Corp. ("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 performance,
that could significantly affect the financial results of Vistra
Energy. 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," "expect," "seek," "anticipate," "estimate," "continue,"
"will," "shall," "should," "could," "may," "might," "predict,"
"project," "forecast," "target," "potential," "forecast," "goal,"
"objective," "guidance" and "outlook"), are forward-looking
statements. 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 (the "Merger") on Vistra
Energy's relationships with Vistra Energy's and Dynegy Inc.'s
("Dynegy") 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 expects; (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); and (v) those additional risks
and factors discussed in reports filed with the Securities and
Exchange Commission ("SEC") by Vistra Energy from time to time,
including the uncertainties and risks discussed in the sections
entitled "Risk Factors" and "Forward-Looking Statements" in Vistra
Energy's quarterly report on Form 10-Q for the fiscal quarter ended
June 30, 2018.
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.
View original content with
multimedia:http://www.prnewswire.com/news-releases/vistra-energy-announces-early-results-of-cash-tender-offers-for-senior-notes-300699974.html
SOURCE Vistra Energy