IRVING, Texas, Feb. 20, 2019 /PRNewswire/ -- Vistra Energy
Corp. (NYSE: VST) ("Vistra Energy") announced today the final
results 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 midnight, New York
City time, on February 19,
2019 (the "Expiration Date"), Vistra Energy had received
additional valid tenders (the "Additional Tenders") from holders of
the 2022 Notes 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 as of February 4, 2019
|
Additional
Aggregate Principal Amount of 2022 Notes Anticipated to be Accepted
for Purchase as of February 19, 2019
|
Total Aggregate
Principal Amount of 2022 Notes Tendered
|
Tender Offer
Consideration for Additional Tenders (1)
|
|
|
|
|
|
|
|
7.375% Senior
Notes due
2022
|
26817RAN8
|
$1,707,341,000
|
$1,192,155,000
|
$425,000
|
$1,192,580,000
|
$1,008.38
|
|
|
(1)
|
Per $1,000 principal
amount of 2022 Notes validly tendered and accepted for purchase by
Vistra Energy.
|
Because the aggregate principal amount of the 2022 Notes
tendered at or prior to the Expiration Date (including those
accepted for purchase as of 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 after the Early Tender Date but at or prior to the
Expiration Date will be accepted for purchase without
proration.
The 2022 Notes relating to the Additional Tenders will be
purchased on the "Final Settlement Date," which is currently
expected to occur on February 20, 2019.
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).
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 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 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) 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 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); (iii) actions by credit ratings
agencies, (iv) with respect to the proposed Crius acquisition, (x)
the ability of the parties to obtain all required approvals,
including regulatory approvals and Crius unitholder approval, (y)
the parties ability to otherwise successfully consummate the
transaction, and (z) for Vistra to successfully integrate the Crius
business as currently projected 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 and any subsequently
filed quarterly reports on Form 10-Q.
View original
content:http://www.prnewswire.com/news-releases/vistra-energy-announces-final-results-of-cash-tender-offer-for-senior-notes-300799290.html
SOURCE Vistra Energy