1
|
NAMES OF
REPORTING PERSONS
Qatar Investment
Authority
|
2
|
CHECK THE
APPROPRIATE BOX
IF A
MEMBER OF
A
GROUP
(SEE INSTRUCTIONS)
(a)
☐
(b)
☑
1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Qatar
|
NUMBER
OF
SHARES
BENEFICIALLY OWNED
BY
EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING
POWER
22,880,381 (See Items
2
and
4
below)
|
6
|
SHARED VOTING
POWER
0
|
7
|
SOLE DISPOSITIVE
POWER
22,880,381 (See Items
2
and
4
below)
|
8
|
SHARED DISPOSITIVE
POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,880,381 (See
Items
2
and
4
below)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT
IN
ROW (9)
4.54%
2
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
1
This Schedule
13G
is being filed jointly
by
the
Reporting Persons, as hereinafter defined. Such Reporting Persons expressly disclaim status as
a
“group”
for purposes of this Schedule 13G.
2
Based
on
504,446,340 shares outstanding as at October 31, 2018,
as
disclosed
by
the Issuer on its registration statement on Form 10-Q filed on November 02, 2018
(the “Form 10-Q”).
1
|
NAMES OF
REPORTING PERSONS
Qatar Holding LLC
|
2
|
CHECK THE
APPROPRIATE BOX
IF A
MEMBER OF
A
GROUP
(SEE INSTRUCTIONS)
(a)
☐
(b)
☑
1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Qatar
|
NUMBER
OF
SHARES
BENEFICIALLY OWNED
BY
EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING
POWER
22,880,381 (See Items
2
and
4
below)
|
6
|
SHARED VOTING
POWER
0
|
7
|
SOLE DISPOSITIVE
POWER
22,880,381 (See Items
2
and
4
below)
|
8
|
SHARED DISPOSITIVE
POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,880,381 (See
Items
2
and
4
below)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT
IN
ROW (9)
4.54%
2
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
1
This Schedule
13G
is being filed jointly
by
the
Reporting Persons, as hereinafter defined. Such Reporting Persons expressly disclaim status as
a
“group”
for purposes of this Schedule 13G.
2
Based
on
504,446,340 shares outstanding as at October 31, 2018,
as
disclosed
by
the Issuer on its Form 10-Q.
1
|
NAMES OF
REPORTING PERSONS
Seismic Holding
LLC
|
2
|
CHECK THE
APPROPRIATE BOX
IF A
MEMBER OF
A
GROUP
(SEE INSTRUCTIONS)
(a)
☐
(b)
☑
1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Qatar
|
NUMBER
OF
SHARES
BENEFICIALLY OWNED
BY
EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING
POWER
22,880,381 (See Items
2
and
4
below)
|
6
|
SHARED VOTING
POWER
0
|
7
|
SOLE DISPOSITIVE
POWER
22,880,381 (See Items
2
and
4
below)
|
8
|
SHARED DISPOSITIVE
POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,880,381 (See
Items
2
and
4
below)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT
IN
ROW (9)
4.54%
2
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
1
This Schedule
13G
is being filed jointly
by
the
Reporting Persons, as hereinafter defined. Such Reporting Persons expressly disclaim status as
a
“group”
for purposes of this Schedule 13G.
2
Based
on
504,446,340 shares outstanding as at October 31, 2018,
as
disclosed
by
the Issuer on Form 10-Q.
|
Item 1(a).
|
Name of Issuer:
|
Vistra Energy
Corp.
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
6555 Sierra
Drive
Irving,
Texas 75039 United States
of
America
|
Item 2(a).
|
Name of Person Filing:
|
This
Schedule 13G is being jointly filed by each of the following persons (each,
a
“Reporting
Person” and together, the “Reporting
Persons”):
(i)
Qatar Investment Authority (“QIA”), (ii) Qatar Holding LLC,
a
limited
liability company formed pursuant to the regulations of the Qatar Financial Centre (“QH”), and (iii) Seismic Holding
LLC,
a
limited liability company formed pursuant
to
the
regulations
of
the Qatar Financial Centre (“Seismic Holding”).
QIA
is the sole
member
of
QH, which
in
turn
is
the sole member
of
Seismic Holding.
See
attached Exhibit A, which is
a
copy of their agreement in writing to file this statement
on behalf of each of them.
|
Item 2(b).
|
Address of Principal
Business
Office or, if none, Residence:
|
The
address for each of the Reporting Persons is: Ooredoo Tower, Diplomatic Area Street, West Bay, P.O. Box 23224, Doha, Stat of Qatar.
Qatar
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock,
par value $0.01 per share
92840M102
|
Item
3.
|
If
this
statement
is filed
pursuant
to
§§ 240.13d—1(b)
or 240.13d—2(b) or (c), check whether the
person
filing
is
a:
|
Not applicable.
This Schedule 13G is filed pursuant to Rule 13d-1(c) under the Act.
Provide
the following information regarding the aggregate number and percentage of the class
of
securities
of the issuer identified in Item 1.
|
(a)
|
Amount beneficially owned by each Reporting Person:
|
22,880,381*
|
(b)
|
Percent of class: 4.54%*
|
|
(c)
|
Number of shares as to which each Reporting Person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
Seismic
Holding has sole power to vote the 22,880,381* shares
of
Common Stock beneficially
owned by each Reporting Person, and QIA has the sole power to direct QH
to direct the vote of
the
shares owned by Seismic Holding.
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
Seismic
Holding has sole power to vote the 22,880,381* shares
of
Common Stock beneficially
owned by each Reporting Person, and QIA has the sole power to direct QH
to direct the vote of
the
shares owned by Seismic Holding.
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
*
This Schedule 13G is being jointly filed by each of the following persons: (i) QIA,
(ii) QH,
a
limited liability company formed pursuant to the regulations of the Qatar
Financial Centre, and (iii) Seismic Holding,
a
limited liability company formed pursuant
to the regulations of the Qatar Financial Centre. QIA is the sole member of QH, which
in
turn
is the sole member
of
Seismic Holding.
Seismic
Holding directly holds 15,900,080 shares
of
Common Stock
of
the
Issuer.
In
connection with ongoing litigation between different classes
of
creditors of Texas Competitive Electric Holdings Company LLC (the Issuer's predecessor) (the
“Inter-creditor Litigation”), which predecessor
filed
for bankruptcy protection
pursuant to Chapter
11
of the United States Bankruptcy Code, and
in
connection
with the Order Establishing Plan Reserve for TCEH First
Lien
Creditor
Plan
Distribution Allocation Dispute (the “Order”) entered by the U.S. Bankruptcy
Court for the District of Delaware,
on
September 30, 2016, 107,025 of these shares
are held in escrow pending release (to Seismic Holding or to other creditors
of
the
Issuer's predecessor) following the resolution
of
the Inter-creditor Litigation.
In addition,
Seismic Holding has beneficial ownership (within the meaning
of
Rule 16a-1 under the
Act)
of
6,980,301 shares of Common Stock
of
the
Issuer held by Longhorn Capital GS LP,
of
which Seismic Holding
is a
limited
partner. In connection with the Inter-creditor Litigation and the Order, 2,010,327 of these shares are held in reserve pending
release (to Longhorn Capital GS LP
or
to other creditors of the Issuer's predecessor)
following the resolution of the Inter-creditor Litigation.
Each
of
the Reporting Persons
may
be
deemed
to beneficially own the securities of the Issuer beneficially owned by the Reporting Persons directly or indirectly controlled
by it, but each disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest
therein. The filing
of
this statement shall not be deemed to be an admission that,
for purposes of Section 16 of the Act or otherwise, the Reporting Persons are the beneficial owners of any securities reported
herein. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and
no
Reporting
Person has responsibility for the accuracy or completeness of information supplied
by
another
Reporting Person.
The
22,880,381 shares
of
Common Stock held in the aggregate by the Reporting Persons,
which constitute approximately 4.54% of the shares of Common Stock deemed issued and outstanding as of October 31, 2018, is based
upon 504,446,340 shares of Common Stock issued and outstanding
as
of October 31, 2018,
as disclosed on the Form 10-Q.
|
Item
5.
|
Ownership of Five Percent or Less of
a
Class.
|
☑
|
Item
6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not Applicable.
|
Item
7.
|
Identification and Classification of
the
Subsidiary
Which Acquired the Security Being Reported on
by
the Parent Holding Company
or
Control Person.
|
Not Applicable.
|
Item
8.
|
Identification and Classification of Members of the Group.
|
Not Applicable.
|
Item
9.
|
Notice of Dissolution
of
Group.
|
Not Applicable.
By
signing below, each of the undersigned certifies that, to the best
of
its knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose
of
or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in
connection with or as
a
participant in any transaction
having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best
of
my knowledge and belief,
I
certify
that the information set forth
in
this statement is true, complete and correct.
Date: February 4,
2019
|
QATAR INVESTMENT AUTHORITY
|
|
|
|
|
|
|
|
By:
|
/s/ Ian Kellow
|
|
|
|
|
Name:
|
Ian Kellow
|
|
|
|
|
Title:
|
Head of Compliance
|
|
|
QATAR HOLDING LLC
|
|
|
|
By:
|
/s/ Ian Kellow
|
|
|
Name:
|
Ian Kellow
|
|
|
Title:
|
Head of Compliance
|
|
|
|
|
|
|
|
|
|
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SEISMIC HOLDING LLC
|
|
By:
|
/s/ Ian Kellow
|
|
Name:
|
Ian Kellow
|
|
Title:
|
Head of Compliance
|
EXHIBITS
A: Joint Filing
Agreement
EXHIBIT
A
JOINT
FILING
AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as
amended,
the undersigned agree to the joint filing on behalf of each of them of
a
statement
on Schedule 13G (including amendments thereto) with respect to the Common Stock of Vistra Energy Corp. and further agree that this
agreement be included as an exhibit
to
such filing. Each party to the agreement expressly
authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees
that this joint filing agreement may be signed in counterparts.
In evidence
whereof, the undersigned
have
caused this Agreement to
be
executed
on their behalf this 4th day of February, 2019.
|
QATAR INVESTMENT AUTHORITY
|
|
|
|
|
|
|
|
By:
|
/s/ Ian Kellow
|
|
|
|
|
Name:
|
Ian Kellow
|
|
|
|
|
Title:
|
Head of Compliance
|
|
|
QATAR HOLDING LLC
|
|
|
|
By:
|
/s/ Ian Kellow
|
|
|
Name:
|
Ian Kellow
|
|
|
Title:
|
Head of Compliance
|
|
|
|
|
|
|
|
|
|
|
SEISMIC HOLDING LLC
|
|
By:
|
/s/ Ian Kellow
|
|
Name:
|
Ian Kellow
|
|
Title:
|
Head of Compliance
|