IRVING, Texas, July 5, 2019 /PRNewswire/ -- Vistra Energy
Corp. (NYSE: VST) ("Vistra Energy") announced today the final
results of its previously announced cash tender offers (the "Tender
Offers") for any and all of its outstanding 7.375% Senior Notes due
2022 (the "2022 Notes") and up to $760,000,000 aggregate principal amount of its
7.625% Senior Notes due 2024 (the "2024 Notes" and, together with
the 2022 Notes, the "Existing Notes"), upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated
June 6, 2019 (the "Offer to
Purchase").
According to information received from Global Bondholder
Services Corporation ("GBSC"), the depositary and information agent
for the Tender Offers, as of midnight, New York City time, on July 3, 2019 (the "Expiration Date"), Vistra
Energy had received valid tenders from holders of the Existing
Notes that were not validly withdrawn as set forth in the table
below.
Title of Existing
Notes
|
CUSIP
Number
|
Aggregate
Principal
Amount
Outstanding Prior to
Tender Offer
|
Aggregate
Principal
Amount Tender
Cap
|
Aggregate
Principal
Amount of Existing
Notes Accepted for
Purchase as of June
21, 2019
|
Aggregate
Principal
Amount of Existing
Notes Tendered and
Accepted for Purchase
as of July 5, 2019
|
Tender Offer
Consideration for
Additional
Tenders (1)
|
|
|
|
|
|
|
|
7.375% Senior
Notes
due 2022
|
26817RAN8
|
$479,403,000
|
N/A
|
$173,692,000
|
$173,692,000
|
N/A
|
|
|
|
|
|
|
|
7.625% Senior
Notes
due 2024
|
26817RAP3
|
$1,147,075,000
|
$760,000,000
|
$671,503,000
|
$672,829,000
|
$1,025.00
|
|
|
|
|
|
|
|
(1) Per $1,000
principal amount of Existing Notes validly tendered and accepted
for purchase by Vistra Energy.
|
Because the aggregate principal amount of the 2024 Notes
tendered at or prior to the Expiration Date (including those
accepted for purchase as of the Early Tender Date) resulted in a
2024 Notes Maximum Tender Amount (as defined in the Offer to
Purchase) that was less than $760,000,000, the 2024 Notes that were validly
tendered and not validly withdrawn after the Early Tender Date but
at or prior to the Expiration Date were accepted for purchase
without proration (the "Additional Tendered Notes").
The Additional Tendered Notes were purchased on July 5, 2019.
Vistra Energy has called for redemption of all of the 2022 Notes
that remain outstanding after the Tender Offers and an aggregate
principal amount of $87,171,000
(subject to confirmation by GBSC) of 2024 Notes. We expect that the
redemptions will occur on 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.
Goldman Sachs & Co. LLC acted as the Lead Dealer Manager for
the Tender Offers, and GBSC served as the Depositary and
Information Agent for the Tender Offers.
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
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. 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) Vistra Energy's ability 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