IRVING,
Texas, Dec. 11, 2023 /PRNewswire/ -- Vistra Corp.
(NYSE: VST) (the "Company" or "Vistra") announced today the launch
of concurrent private offerings (the "Offerings") of 6.950% senior
secured notes due 2033 (the "Secured Notes"), which form a part of
the same series of the Issuer's (as defined below) outstanding
6.950% Senior Secured Notes due 2033 issued on September 26, 2023, and 7.750% senior unsecured
notes due 2031 (the "Unsecured Notes" and, together with the
Secured Notes, the "New Notes"), which form a part of the same
series of the Issuer's outstanding 7.750% Senior Notes due 2031
issued on September 26, 2023, 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 New 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.
The Company intends to use the proceeds from the Offerings (i)
to fund the Tender Offers (as defined below) to purchase up to the
Aggregate Maximum Tender Amount (as defined below) of the Issuer's
outstanding Notes (as defined below), (ii) to pay fees and expenses
related to the Tender Offers and the Offerings, and (iii) to use
the remainder, if any, for general corporate purposes.
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 New 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.
The Company also announced today the commencement of cash tender
offers ("Tender Offers") to purchase up to an aggregate principal
amount that will not result in an aggregate purchase price that
exceeds $500,000,000 (subject to
increase or decrease by the Issuer, the "Aggregate Maximum Tender
Amount") of the Issuer's outstanding 3.550% Senior Secured Notes
due 2024 (the "3.550% 2024 Notes"), 4.875% Senior Secured Notes due
2024 (the "4.875% 2024 Notes") and 5.125% Senior Secured Notes due
2025 (the "5.125% 2025 Notes", and, together with the 3.550% 2024
Notes and 4.875% 2024 Notes, the "Notes" and, each series, a
"series of Notes"), subject to the order of priority (the
"Acceptance Priority Levels" as set forth in the table below under
"Acceptance Priority Level").
The price offered in the Tender Offers and other information
relating to the Tender Offers are set forth in the table below.
Title of
Notes
|
CUSIP Number
(1)
|
Aggregate
Principal
Amount Outstanding (2)
|
Acceptance
Priority
Level (3)
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference Page (4)
|
Fixed Spread
(basis points)
|
Early Tender
Premium (6)
|
3.550% Senior Secured
Notes
due 2024
|
92840V AD4;
U9226V AC1;
U9226V AG2
|
$1,500,000,000
|
1
|
0.375% UST due
07/15/24
|
FIT3
|
+115
|
$30.00
|
4.875% Senior Secured
Notes
due 2024(5)
|
92840V AK8;
U9226V AJ6
|
$400,000,000
|
2
|
0.250% UST due
05/15/24
|
FIT3
|
+105(5)
|
$30.00
|
5.125% Senior Secured
Notes
due 2025
|
92840V AL6;
U9226V AK3
|
$1,100,0000,000
|
3
|
2.125% UST due
05/15/25
|
FIT4
|
+135
|
$30.00
|
|
|
|
|
|
|
|
|
(1)
|
No representation is
made as to the correctness or accuracy of the CUSIP Numbers
listed in the Offer to Purchase (as defined below) or printed on
the Notes. They are provided solely for the convenience of
the Holders (as defined below) of the Notes.
|
(2)
|
As of December 11,
2023.
|
(3)
|
Subject to the
Aggregate Maximum Tender Amount and proration, the principal amount
of each series of Notes that is purchased in the Tender Offers will
be determined in accordance with the applicable Acceptance Priority
Level (in numerical priority order with 1 being the highest
Acceptance Priority Level and 3 being the lowest) specified in this
column.
|
(4)
|
The applicable page
on Bloomberg from which the Dealer Managers (as defined
herein) will quote the bid side prices of the applicable U.S.
Treasury Security. In the above table, "UST" denotes a U.S.
Treasury Security.
|
(5)
|
In respect of the
4.875% 2024 Notes (as defined herein), notwithstanding the
calculation set forth above, the Total Consideration for each
$1,000 principal amount of 4.875% 2024 Notes validly tendered (and
not validly withdrawn) and accepted for purchase by us shall not
exceed $1,000 (the "2024 Notes Consideration Cap").
|
(6)
|
Per $1,000 principal
amount of Notes validly tendered at or prior to the Early Tender
Date (and not validly withdrawn) and accepted for purchase by
us.
|
The Tender Offers are being made upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated
December 11, 2023 (as the same may be
amended or supplemented from time to time, the "Offer to
Purchase"), including the Financing Condition (as defined below).
The Tender Offers are open to all registered holders (the
"Holders") of the Notes. The Issuer reserves the right, but is
under no obligation, to increase the Aggregate Maximum Tender
Amount at any time, including on or after the Price Determination
Date (as defined below), without extending withdrawal rights except
as required by law. Notes of a series may be subject to proration
(as described in the Offer to Purchase) if the aggregate principal
amount of the Notes of such series validly tendered and not validly
withdrawn would cause the Aggregate Maximum Tender Amount to be
exceeded.
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 December 22, 2023 (the
"Early Tender Date") will be entitled to receive the applicable
total consideration ("Total Consideration"), which includes an
early tender premium of $30 per
$1,000 principal amount of the Notes
accepted for purchase ("Early Tender Premium"), 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.
Subject to the 2024 Notes Consideration Cap, the Total
Consideration for each series of Notes validly tendered and
accepted for purchase will be determined in the manner described in
the Offer to Purchase by reference to the applicable fixed spread
over the yield to maturity based on the bid side price of the
applicable Reference U.S. Treasury Security specified in the table
above and in the Offer to Purchase. In calculating the applicable
Total Consideration for a series of Notes, the application of the
par call date will be in accordance with standard market practice.
Holders who validly tender their Notes after the Early Tender Date
but at or prior to 5:00 p.m.,
New York City time, on
January 10, 2024, or such other date
as the Issuer 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,
plus accrued and unpaid interest up to, but not including, the
applicable settlement date, if and when such Notes are accepted for
payment. The Total Consideration and Tender Offer Consideration
will be determined at 10:00 a.m.,
New York City time, December 26, 2023, unless extended by Vistra (the
"Price Determination Date").
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
January 2, 2024, five 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 January 15,
2024, three business days following the scheduled Expiration
Date (the "Final Settlement Date").
Subject to the Aggregate Maximum Tender Amount and proration,
all Notes validly tendered and not validly withdrawn at or prior to
the Early Tender Date having a higher Acceptance Priority Level
(with 1 being the highest) will be accepted before any validly
tendered Notes having a lower Acceptance Priority Level (with 3
being the lowest), and all Notes validly tendered following the
Early Tender Date having a higher Acceptance Priority Level will be
accepted before any Notes validly tendered following the Early
Tender Date having a lower Acceptance Priority Level. If the Tender
Offers are not fully subscribed at the Early Tender Date, subject
to the Aggregate Maximum Tender Amount and proration, Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Date will be accepted for purchase in priority to Notes validly
tendered following the Early Tender Date even if such Notes validly
tendered following the Early Tender Date have a higher Acceptance
Priority Level than Notes validly tendered at or prior to the Early
Tender Date.
If the Tender Offers are fully subscribed at the Early Tender
Date, Holders who validly tender Notes following the Early Tender
Date but on or prior to the Expiration Date will not have any of
their Notes accepted for purchase regardless of their Acceptance
Priority Level.
The Issuer'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, the receipt by the
Issuer of gross proceeds of at least $500
million from the Offerings (the "Financing Condition"). We
expect to use the net proceeds from the Offerings 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 Issuer's obligation to consummate the Tender Offers is
subject to the Financing Condition. The Tender Offers are not
contingent upon the tender of any minimum principal amount of
Notes. The Offerings are not conditioned upon the completion of the
Tender Offers.
Vistra has retained Citigroup Global Markets Inc. 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 Citigroup Global Markets Inc.
at 388 Greenwich Street, New York, New
York 10013, (800) 558-3745. Requests for the Offer to
Purchase 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 (855) 654-2014 (for all others).
The Issuer is making the Tender Offers only by, and pursuant to,
the terms of the Offer to Purchase. None of Vistra, the Issuer, 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 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 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 Corp. and to
successfully integrate acquired businesses; (iii) actions by credit
ratings agencies; (iv) the ability of Vistra to consummate the
transaction with Energy Harbor Corp., successfully integrate Energy
Harbor Corp.'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.