IRVING, Texas, Feb. 5, 2019 /PRNewswire/ -- Vistra Energy
Corp. (NYSE: VST) ("Vistra Energy") announced today the results to
date of its previously announced cash tender offer (the "Tender
Offer") for its outstanding 7.375% Senior Notes due 2022 (the "2022
Notes") and related consent solicitation (the "Consent
Solicitation"), upon the terms and subject to the conditions set
forth in the Offer to Purchase and Consent Solicitation Statement,
dated January 22, 2019 (the "Offer to
Purchase and Consent Solicitation").
According to information received from Global Bondholder
Services Corporation, the depositary and information agent for the
Tender Offer, as of 5:00 p.m.,
New York City time, on
February 4, 2019 (the "Early Tender
Date"), Vistra Energy had received valid tenders from holders of
the 2022 Notes that were not validly withdrawn as set forth in the
table below.
Title of 2022
Notes
|
CUSIP
Number
|
Aggregate
Principal Amount Outstanding Prior to Tender Offer
|
Aggregate
Principal Amount of 2022 Notes Anticipated to be Accepted for
Purchase
|
Tender Offer
Consideration (1)
|
Early Tender
Premium (1)
|
Total
Consideration (1)(2)
|
|
|
|
|
|
|
|
7.375% Senior Notes
due 2022
|
26817RAN8
|
$1,707,341,000
|
$1,192,155,000
|
$1,008.38
|
$30.00
|
$1,038.38
|
|
|
(1)
|
Per $1,000 principal
amount of 2022 Notes validly tendered (and not validly withdrawn)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 2022 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Tender Date (and not validly withdrawn) and accepted for purchase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 2022 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 is less than $1,275,000,000, the 2022 Notes that were validly
tendered and not validly withdrawn at or prior to the Early Tender
Date will be accepted for purchase without proration. Subject to
the satisfaction or waiver of all remaining conditions to the
Tender Offer 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 all tendered
2022 Notes.
The 2022 Notes will be purchased on the "Early Settlement Date,"
which is currently expected to occur on February 6, 2019.
The Financing Condition (as defined in the Offer to Purchase and
Consent Solicitation) with respect to the Tender Offer is expected
to be satisfied on February 6, 2019, upon the closing of
Vistra Energy's previously announced offering of $1,300,000,000 in aggregate principal amount of
5.625% Senior Notes due 2027.
In addition, the Requisite Consent (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 indenture relating to the 2022
Notes has been received.
Full details of the terms and conditions of the Tender Offer and
the Consent Solicitation 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 2022
Notes. Holders of the 2022 Notes are encouraged to read these
documents as they contain important information regarding the
Tender Offer and the Consent Solicitation.
Vistra Energy has retained J.P. Morgan Securities LLC to act 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 or requests for assistance
regarding the terms of the Tender Offer and the Consent
Solicitation should be directed to J.P. Morgan Securities LLC at
383 Madison Avenue, New York, New
York 10179, Attn: Liability Management Group, (866) 834-4666
(toll free), (212) 834-3260 (collect). Requests for the Offer to
Purchase and Consent Solicitation and other documents relating to
the Tender Offer and the Consent Solicitation 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 2022 Notes in response to the Tender Offer or
deliver any consents pursuant to the Consent Solicitation. Holders
must make their own decision as to whether to tender their 2022
Notes and, if applicable, to deliver their consents, and, if so,
the principal amount of 2022 Notes as to which action is to be
taken.
The Tender Offer and the Consent Solicitation 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 2022 Notes in the Tender
Offer. The Tender Offer and the Consent Solicitation are not being
made to holders of 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 Tender Offer and the Consent Solicitation
are required to be made by a licensed broker or dealer, the Tender
Offer and the Consent Solicitation 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 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. 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.
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SOURCE Vistra Energy