IRVING,
Texas, Sept. 12, 2023 /PRNewswire/ -- Vistra
Corp. (NYSE: VST) (the "Company" or "Vistra") announced today the
launch of senior secured notes due 2033 (the "Secured Notes") and
senior unsecured notes due 2031 (the "Unsecured Notes" and,
together with the Secured Notes, the "Notes") in concurrent private
offerings (the "Offerings") 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 Secured
Notes will be senior, secured obligations of Vistra Operations
Company LLC, a Delaware limited
liability company and an indirect wholly owned subsidiary of the
Company (the "Issuer"), and the Unsecured Notes will be senior,
unsecured obligations of the Issuer. The Notes will be fully and
unconditionally guaranteed by certain of the Issuer's current and
future subsidiaries that also guarantee the Issuer's Credit
Agreement, dated as of October 3,
2016 (as amended, the "Credit Agreement"), by and among the
Issuer, as borrower, Vistra Intermediate Company LLC, the
guarantors party thereto, Credit Suisse AG, Cayman Islands Branch (as successor to
Deutsche Bank AG New York Branch), as administrative and collateral
agent, various lenders and letter of credit issuers party thereto,
and the other parties named therein. The Secured Notes will be
secured by a first-priority security interest in the same
collateral that is pledged for the benefit of the lenders under the
Issuer's Credit Agreement and certain other agreements, which
consists of a substantial portion of the property, assets and
rights owned by the Issuer and the subsidiary guarantors as well as
the stock of the Issuer. The collateral securing the Secured Notes
will be released if the Issuer's senior, unsecured long-term debt
securities obtain an investment grade rating from two out of the
three rating agencies, subject to reversion if such rating agencies
withdraw the investment grade rating of the Issuer's senior,
unsecured long-term debt securities or downgrade such rating below
investment grade.
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The Company intends to use the proceeds from the Offerings (i)
to fund the cash component of the acquisition of Energy Harbor
Corp. ("Energy Harbor") pursuant to that certain transaction
agreement, dated as of March 6, 2023,
by and among the Issuer, Black Pen Inc., an indirect wholly owned
subsidiary of the Issuer ("Merger Sub"), and Energy Harbor,
pursuant to which, upon the terms and subject to the conditions
thereof, Merger Sub will be merged with and into Energy Harbor,
with Energy Harbor surviving as an indirect subsidiary of Vistra
(the "Merger"), (ii) for general corporate purposes, including to
refinance outstanding indebtedness, and (iii) to pay fees and
expenses related to the Offerings. If the Merger is not
consummated, the Company intends to use the proceeds from the
Offerings (i) for general corporate purposes, including to
refinance outstanding indebtedness, and (ii) to pay fees and
expenses related to the Offerings.
The Offerings are not conditioned upon the completion of the
Merger. In addition, the consummation of the Secured Offering is
not conditioned upon the consummation of the Unsecured Offering,
and the consummation of the Unsecured Offering is not conditioned
upon the consummation of the Secured Offering.
The Notes will not be registered under the Securities Act or the
securities laws of any state or other jurisdiction and may not be
offered or sold in the United
States absent registration or an applicable exemption from
such registration requirements.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the securities described above, nor
shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction.
About Vistra
Vistra (NYSE: VST) is a leading, Fortune 500 integrated retail
electricity and power generation company based in Irving, Texas, providing essential resources
for customers, commerce, and communities. With operations in 20
states and the District of
Columbia, Vistra combines an innovative, customer-centric
approach to retail with safe, reliable, diverse, and efficient
power generation. Learn more at https://www.vistracorp.com.
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 operates
and beliefs of and assumptions made by Vistra'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. 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," "confident", "expect," "seek,"
"anticipate," "estimate," "continue," "will," "shall," "should,"
"could," "may," "might," "predict," "project," "forecast,"
"target," "potential," "goal," "objective," "guidance" and
"outlook"), are forward-looking statements. Readers are cautioned
not to place undue reliance on forward-looking statements. Although
Vistra believes that in making any such forward-looking statement,
Vistra'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 to execute upon its contemplated strategic,
capital allocation, performance, and cost-saving initiatives
including the acquisition of Energy Harbor and to successfully
integrate acquired businesses; (iii) actions by credit ratings
agencies; (iv) the ability of Vistra to consummate the transaction
with Energy Harbor, successfully integrate Energy Harbor's
businesses and realize the anticipated benefits of the transaction;
and (v) those additional risks and factors discussed in reports
filed with the Securities and Exchange Commission by Vistra from
time to time, including the uncertainties and risks discussed in
the sections entitled "Risk Factors" and "Forward-Looking
Statements" in Vistra's annual report on Form 10-K for the year
ended December 31, 2022 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 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 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 Corp.