Current Report Filing (8-k)
19 Julho 2019 - 6:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 15, 2019
VISTRA ENERGY CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38086
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36-4833255
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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6555 Sierra Drive
Irving, TX
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75039
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(Address of principal executive offices)
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(Zip Code)
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(214)
812-4600
(Registrants telephone number, including area code)
N/A
(Former name or
former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.l4a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR 240.
14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading
Symbol(s)
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Name of Each Exchange
on Which Registered
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Common stock, par value $0.01 per share
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VST
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New York Stock Exchange
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Warrants
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VST.WS.A
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01.
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Entry into a Material Definitive Agreement.
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Accounts Receivable Facility Amendments
On
July 15, 2019, TXU Energy Receivables Company LLC (TXU Receivables), a wholly owned subsidiary of TXU Energy Retail Company LLC (TXU Retail), and Vistra Operations Company LLC (Vistra Operations
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entered into (i) an amendment (the RPA Amendment) to the Receivables Purchase Agreement dated as of August 21, 2018 (as amended, supplemented or otherwise modified from time to time, the RPA) among TXU Receivables,
as seller, TXU Retail, as servicer, Vistra Operations, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator (the Administrator), which amends
certain provisions, including (x) increasing the commitment of the purchasers to purchase interests in the receivables under the RPA from $450 million to $600 million until the settlement date in November 2019 (in order to align with
the peak retail season), after which the commitment of the purchasers will revert to $450 million and (y) extending the term of the accounts receivable facility (the Facility) until July 13, 2020, and (ii) an
amendment (the PSA Amendment and together with the RPA Amendment, the Receivables Amendments), which amends certain provisions relating to the receivables financed under the Facility.
A copy of the PSA Amendment is included as Exhibit 4.1 to this Current Report and is incorporated herein by reference. A copy of the RPA Amendment is included
as Exhibit 4.2 to this Current Report and is incorporated herein by reference. The above description of the Receivables Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of each Receivables
Amendment.
Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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The information contained in Item 1.01
concerning the Companys direct financial obligations under the headings Accounts Receivable Facility Amendments in Item 1.01 of this Current Report is incorporated by reference herein.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
No.
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Description
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4.1
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Third Amendment to Purchase and Sale Agreement, dated as of July
15, 2019, among TXU Energy Retail Company LLC and other originators named therein and TXU Energy Receivables Company LLC, as purchaser.
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4.2
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Third Amendment to Receivables Purchase Agreement, dated as of July
15, 2019, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment
Bank, as administrator.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
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Vistra Energy Corp.
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Dated: July 19, 2019
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/s/ Kristopher E. Moldovan
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Name:
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Kristopher E. Moldovan
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Title:
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Senior Vice President and Treasurer
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