IRVING, Texas, Jan. 22, 2019 /PRNewswire/ -- Vistra Energy Corp.
(NYSE: VST) (the "Company" or "Vistra Energy") announced today the
pricing of an upsized private offering (the "Offering") of
$1.3 billion aggregate principal
amount of senior notes due 2027 (the "2027 Notes") 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 2027 Notes will be senior, unsecured obligations of Vistra
Operations Company LLC, a Delaware
limited liability company and an indirect, wholly owned subsidiary
of the Company (the "Issuer"). The 2027 Notes will bear interest at
the rate of 5.625% per annum and will be fully and unconditionally
guaranteed by certain of the Issuer's current and future
subsidiaries. The Offering is expected to close on February 6, 2019, subject to customary closing
conditions. The purpose of the Offering is (i) to purchase and/or
redeem for cash outstanding 2022 Notes (as defined below), (ii) to
pay fees and expenses related to the Offering and incurred in
connection with the Tender Offer (as defined below) and/or
redemption and (iii) for general corporate purposes. The 2027 Notes
will not be registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States absent registration or an
applicable exemption from such registration requirements.
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The Company also announced today that it is commencing a cash
tender offer (the "Tender Offer") to purchase its outstanding
7.375% Senior Notes due 2022 (the "2022 Notes") for a maximum
aggregate purchase price (excluding accrued and unpaid interest) of
up to $1.275 billion (subject to
increase or decrease by the Company, the "Aggregate Maximum Tender
Amount").
The price offered in the Tender Offer for the 2022 Notes and
other information relating to the Tender Offer and the Consent
Solicitation (as defined below) are set forth in the table
below.
|
|
|
|
Dollars per $1,000
Principal Amount of 2022 Notes
|
Issuer (1)
|
Title of
Notes
|
CUSIP
Number
|
Aggregate
Principal Amount
Outstanding
|
Tender Offer
Consideration (2)
|
Early Tender
Premium (3)
|
Total
Consideration (2) (3)
|
Vistra Energy
Corp.
|
2022 Notes
|
26817RAN8
|
$1,707,341,000
|
$1,008.38
|
$30.00
|
$1,038.38
|
|
|
(1)
|
Vistra Energy Corp.
is successor in interest to Dynegy Inc. as a result of their
merger, which closed on April 9, 2018.
|
(2)
|
Excludes accrued and
unpaid interest, which will be paid in addition to the Tender Offer
Consideration or the Total Consideration, as applicable.
|
(3)
|
No separate consent
payment or fee is being paid to holders in the Consent
Solicitation.
|
In conjunction with the Tender Offer, the Company is soliciting
(the "Consent Solicitation") consents (the "Consents") from each
holder (individually, a "Holder," and collectively, the "Holders")
of the 2022 Notes, subject to the terms and conditions set forth in
the Offer to Purchase (as defined below), to certain proposed
amendments (the "Proposed Amendments") to the indenture dated as of
October 27, 2014 (as supplemented,
the "Indenture"), among Vistra Energy (as successor in interest to
Dynegy), the subsidiary guarantors party thereto and Wilmington
Trust, as trustee. The Proposed Amendments would amend the
Indenture as described herein to, among other things, decrease the
minimum notice period for redemptions of the 2022 Notes to three
business days (the "Redemption Amendment") and eliminate
substantially all of the restrictive covenants and certain events
of default under the Indenture (the "Covenant Amendments").
Delivery of Consents to the Proposed Amendments by Holders of at
least a majority of the aggregate principal amount of the 2022
Notes is required for the adoption of the Proposed Amendments with
respect to the 2022 Notes. In the event of any proration of the
2022 Notes, the Consents delivered with respect to the 2022 Notes
shall be null and void for purposes of the Covenant Amendments, but
they shall be effective for purposes of the Redemption Amendment
regardless of proration.
The Tender Offer and Consent Solicitation are being made upon
the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement, dated January 22, 2019 (as the same may be amended or
supplemented from time to time, the "Offer to Purchase"), including
the Financing Condition (as defined below) and in the related
Letter of Transmittal and Consent (as the same may be amended or
supplemented from time to time, the "Letter of Transmittal" and,
together with the Offer to Purchase, the "Tender Offer Materials").
The Tender Offer and the Consent Solicitation are open to all
registered Holders of the 2022 Notes. The Company reserves the
right, but is under no obligation, to increase the Aggregate
Maximum Tender Amount, without extending withdrawal rights except
as required by law. The amount of 2022 Notes to be purchased may be
prorated as set forth in the Offer to Purchase.
Subject to the terms and conditions of the Tender Offer, each
Holder who validly tenders and does not subsequently validly
withdraw its 2022 Notes at or prior to 5:00
p.m., New York City time,
on February 4, 2019 (the "Early
Tender Date") will be entitled to receive the Total Consideration
(as set forth in the table above), plus accrued and unpaid interest
up to, but not including, the Early Settlement Date (as defined
below) if and when such 2022 Notes are accepted for payment.
Holders who validly tender their 2022 Notes after the Early Tender
Date but at or prior to midnight, New
York City time, on February 19,
2019, or such other date as the Company extends the Tender
Offer or Consent Solicitation (such date and time, as it may be
extended, the "Expiration Date") will be entitled to receive only
tender offer consideration (the "Tender Offer Consideration") equal
to the Total Consideration less the Early Tender Premium (as set
forth in the table above), plus accrued and unpaid interest up to,
but not including, the applicable settlement date, if and when such
2022 Notes are accepted for payment.
Payments for the 2022 Notes purchased will include accrued and
unpaid interest from and including the last interest payment date
applicable to the 2022 Notes up to, but not including, the
applicable settlement date for the 2022 Notes accepted for
purchase. The settlement date for the 2022 Notes that are validly
tendered on or prior to the Early Tender Date is expected to be
February 6, 2019, two business days
following the scheduled Early Tender Date (the "Early Settlement
Date"). The settlement date for the 2022 Notes that are validly
tendered following the Early Tender Date but on or prior to the
Expiration Date is expected to be February
20, 2019, one business day following the scheduled
Expiration Date (the "Final Settlement Date").
Vistra Energy's obligation to accept for purchase, and to pay
for, the 2022 Notes validly tendered pursuant to the Tender Offer
is subject to, and conditioned upon, among other things, the
receipt by the Company of the net proceeds expected from the
Offering (on terms and conditions reasonably satisfactory to the
Company, the "Financing Condition"). We expect to use the net
proceeds from the Financing Condition to finance our payments of
the Tender Offer Consideration and the Total Consideration, as
applicable, and any fees payable in connection with the Tender
Offer and Consent Solicitation, subsequent to the date hereof and
on or prior to the Final Settlement Date.
The Company's obligation to consummate the Tender Offer is
subject to the Financing Condition and the General Conditions (as
defined in the Offer to Purchase). The Tender Offer is not
contingent upon the tender of any minimum principal amount of 2022
Notes or obtaining the Requisite Consent (as defined in the Offer
to Purchase).
The Company also intends to issue a conditional notice of
redemption for 2022 Notes that are not accepted for purchase in the
Tender Offer and Consent. The notice of redemption will be
conditioned upon, among other things, the satisfaction of the
Financing Condition, and will provide that if the conditions to the
Tender Offer are satisfied but less than the Aggregate Maximum
Tender Amount is purchased in the Tender Offer, the Company will
redeem 2022 Notes for an aggregate purchase price (excluding
accrued interest) equal to the Aggregate Maximum Tender Amount
minus the aggregate purchase price (excluding accrued interest) for
2022 Notes accepted for payment in the Tender Offer (the
"Redemption"). If the conditions to the Redemption are satisfied,
we expect that the Redemption would occur on or about
February 21, 2019 at the then-applicable redemption price
of 103.688%. In the event that the conditions specified in the
notice of redemption are not satisfied, the redemption will not
occur.
Vistra Energy has retained J.P. Morgan Securities LLC to serve
as the Lead Dealer Manager and Solicitation Agent for the Tender
Offer and Consent Solicitation. Global Bondholder Services
Corporation has been retained to serve as the Depositary and
Information Agent for the Tender Offer. Questions regarding the
Tender Offer may be directed to J.P. Morgan Securities LLC at 383
Madison Avenue, New York, New York
10179, (866) 834-4666. Requests for the Tender Offer Materials 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).
Vistra Energy is making the Tender Offer only by, and pursuant
to, the terms of the Tender Offer Materials. None of Vistra Energy,
the Lead Dealer Manager and Solicitation Agent, or the Depositary
and Information Agent make any recommendation as to whether Holders
should tender or refrain from tendering their 2022 Notes and
delivering Consents. Holders must consult their own investment and
tax advisors and make their own decisions as to whether to tender
2022 Notes and deliver Consents and, if so, the principal amount of
the 2022 Notes to tender. The Tender Offer and Consent Solicitation
are not being made to holders of the 2022 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 securities laws or
blue sky laws require the Tender Offer to be made by a licensed
broker or dealer, the Tender Offer 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 purchase
securities or a solicitation of an offer to sell any securities or
an offer to sell or the solicitation of an offer to purchase any
new securities, including in connection with the Financing
Condition, nor does it constitute an offer or solicitation in any
jurisdiction in which such offer or solicitation is unlawful.
Capitalized terms used in this press release but not otherwise
defined herein have the meanings assigned to them in the Tender
Offer Materials.
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 5,400 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, solar and battery storage
facilities. The company is currently developing the largest
battery energy storage system of its kind in the world – a
300-MW/1,200-MWh system in Moss Landing,
California.
Cautionary Note Regarding Forward-Looking
Statements
The information presented herein includes
forward-looking statements within the meaning of the Private Notes
Litigation Reform Act of 1995, Section 27A of the Notes Act of
1933, as amended, and Section 21E of the Exchange Act, as amended.
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 Notes 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.
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