IRVING, Texas, June 6, 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 "New 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 New 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 New 2027 Notes will bear
interest at the rate of 5.00% 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
June 21, 2019, subject to customary
closing conditions. The purpose of the Offering is (i) to purchase
and/or redeem for cash (a) any and all outstanding 2022 Notes (as
defined below) and (b) a portion of outstanding 2024 Notes (as
defined below) up to the 2024 Maximum Tender Amount (as defined
below), (ii) to pay fees and expenses related to the Offering and
incurred in connection with the Tender Offers (as defined below)
and/or redemption and (iii) for general corporate purposes. The New
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.
The Company also announced today that it is commencing cash
tender offers (the "Tender Offers") to purchase (i) any and all of
its outstanding principal amount of 7.375% Senior Notes due 2022
issued by Dynegy Inc. ("Dynegy"), as predecessor to Vistra Energy
(the "2022 Notes"), and (ii) up to $760,000,000 aggregate principal amount (subject
to increase or decrease by the Company, the"2024 Maximum Tender
Amount") of its outstanding 7.625% Senior Notes due 2024 issued by
Dynegy, as predecessor to Vistra Energy (the "2024 Notes" and
together with the 2022 Notes, the "Notes").
The price offered in the Tender Offers and other information
relating to the Tender Offers are set forth in the table below.
|
|
|
|
|
Dollars per $1,000
Principal Amount of Notes
|
Issuer (1)
|
Title of
Notes
|
CUSIP
Number
|
Aggregate
Principal
Amount Outstanding
|
Aggregate
Principal
Amount Tender Cap
|
Tender Offer
Consideration (2)
|
Early Tender
Premium (3)
|
Total
Consideration
(2)
|
Vistra Energy
Corp.
|
2022 Notes
|
26817RAN8
|
$479,403,000
|
N/A
|
$1,009.00
|
$30.00
|
$1,039.00
|
Vistra Energy
Corp.
|
2024 Notes
|
26817RAP3
|
$1,147,075,000
|
$760,000,000
|
$1,025.00
|
$30.00
|
$1,055.00
|
|
|
(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.
|
The Tender Offers are being made upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated
June 6, 2019 (as the same may be
amended or supplemented from time to time, the "Offer to
Purchase"), including the applicable Financing Condition (as
defined below) and in the related Letter of Transmittal (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 Offers are open to all
registered Holders of the Notes. The Company reserves the right,
but is under no obligation, to increase the 2024 Maximum Tender
Amount, without extending withdrawal rights except as required by
law. The amount of 2024 Notes to be purchased may be prorated as
set forth in the Offer to Purchase.
Subject to the terms and conditions of the Tender Offers, each
Holder who validly tenders and does not subsequently validly
withdraw its Notes at or prior to 5:00
p.m., New York City time,
on June 19, 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 Notes are accepted for payment. Holders who
validly tender their Notes after the Early Tender Date but at or
prior to midnight, New York City
time, on July 3, 2019, or such other
date as the Company extends the Tender Offers (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 Notes are accepted for payment.
Payments for the Notes purchased will include accrued and unpaid
interest from and including the last interest payment date
applicable to the relevant series of Notes up to, but not
including, the applicable settlement date for such Notes accepted
for purchase. The settlement date for the Notes that are validly
tendered on or prior to the Early Tender Date is expected to be
June 21, 2019, two business days
following the scheduled Early Tender Date (the "Early Settlement
Date"). The settlement date for the Notes that are validly tendered
following the Early Tender Date but on or prior to the Expiration
Date is expected to be July 5, 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 Notes validly tendered pursuant to the Tender Offers is
subject to, and conditioned upon, among other things, with respect
to the 2022 Notes, the receipt by the Company of gross proceeds of
at least $500 million from the
Offering, and with respect to the 2024 Notes, the receipt by the
Company of gross proceeds of at least $1.3
billion (each on terms and conditions satisfactory to
the Company, each a "Financing Condition"). We expect to use the
net proceeds from the Offering to finance our payments of the
Tender Offer Consideration and the Total Consideration, as
applicable, and any fees payable in connection with the Tender
Offers, subsequent to the date hereof and on or prior to the Final
Settlement Date.
The Company's obligation to consummate the Tender Offers is
subject to the applicable Financing Condition and the General
Conditions (as defined in the Offer to Purchase). The Tender Offers
are not contingent upon the tender of any minimum principal amount
of Notes.
The Company also intends to issue a conditional notice of
redemption for all outstanding 2022 Notes that are not accepted for
purchase in the Tender Offer (the "2022 Notes Conditional
Redemption Notice") and a conditional notice of redemption for a
portion of the 2024 Notes up to an aggregate principal amount (the
"Available Redemption Amount") that, when taken together with such
aggregate principal amount of 2024 Notes that are validly tendered
and accepted for payment in the Tender Offer, is equal to, but not
in excess of, the 2024 Maximum Tender Amount (the "2024 Notes
Conditional Redemption Notice"). The 2022 Note Conditional
Redemption Notice will be conditioned upon, among other things, the
satisfaction of the applicable Financing Condition, and will
provide that if the conditions to the Tender Offers are satisfied
but less than all of the outstanding 2022 Notes are purchased in
the applicable Tender Offer, the Company will redeem, under and
pursuant to the indenture governing the 2022 Notes, all outstanding
2022 Notes (the "2022 Notes Redemption"). The 2024 Notes
Conditional Redemption Notice will be conditioned upon, among other
things, the satisfaction of the applicable Financing Condition, and
will provide that if the conditions to the Tender Offers are
satisfied, the Company will redeem, under and pursuant to the
indenture governing the 2024 Notes, certain outstanding 2024 Notes
up to the Available Redemption Amount (the "2024 Notes Redemption"
and, together with the 2022 Notes Redemption, the "Redemptions").
If the conditions to the Redemptions are satisfied, we expect that
the Redemptions would occur on or about July 8, 2019 (the
"Redemption Date") at the then-applicable redemption price of
103.688% of the principal amount of Notes redeemed (excluding
accrued and unpaid interest, if any, to but excluding the
Redemption Date) for the 2022 Notes and at a redemption price equal
to 100% of the principal amount of Notes redeemed, plus the
Applicable Premium (as defined in the indenture governing the 2024
Notes) as of the Redemption Date, and accrued and unpaid interest,
if any, to but excluding the Redemption Date for the 2024 Notes. In
the event that the conditions specified in the 2022 Notes
Conditional Redemption Notice and the 2024 Notes Conditional
Redemption Notice are not satisfied, the 2022 Notes Redemption and
the 2024 Notes Redemption, respectively, will not occur.
Vistra Energy has retained Goldman Sachs & Co. LLC to serve
as the Lead Dealer Manager for the Tender Offers. Global Bondholder
Services Corporation has been retained to serve as the Depositary
and Information Agent for the Tender Offers. Questions regarding
the Tender Offers may be directed to Goldman Sachs & Co. LLC at
200 West Street, New York, New
York 10282, (800) 828-3182. 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 Offers only by, and pursuant
to, the terms of the Tender Offer Materials. None of Vistra Energy,
the Lead Dealer Manager, or the Depositary and Information Agent
make any recommendation as to whether Holders should tender or
refrain from tendering their Notes. Holders must consult their own
investment and tax advisors and make their own decisions as to
whether to tender their Notes and, if so, the principal amount of
the Notes to tender. The Tender Offers are not being made to
holders of the 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
Offers to be made by a licensed broker or dealer, the Tender Offers
will be deemed to be made on behalf of Vistra Energy by the Lead
Dealer Manager, 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 applicable
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
Meranda Cohn
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 5,275
employees. Vistra's retail brands serve approximately 2.8 million
residential, commercial, and industrial customers across five top
retail states, and its generation fleet totals approximately 40,500
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 (without limitation) 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 Energy
acquisition, (x) the ability of the parties to obtain all required
approvals, (y) the parties ability to otherwise successfully
consummate the transaction, and (z) for Vistra Energy to
successfully integrate the Crius Energy 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 annual report on
Form 10-K for the year ended December 31,
2018 and any subsequently filed quarterly reports on Form
10-Q.
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 Corp.