IRVING,
Texas, Dec. 11, 2023 /PRNewswire/ -- Vistra
Corp. (NYSE: VST) (the "Company" or "Vistra") announced today the
pricing of upsized private offerings of $400
million aggregate principal amount of 6.950% senior secured
notes due 2033, 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, at a price to the public of 102.177% of their face
value (the "Secured Notes") in a private offering (the "Secured
Offering") and $350 million aggregate
principal amount of 7.750% senior unsecured notes due 2031, which
form a part of the same series of the Issuer's outstanding 7.750%
Senior Notes due 2031 issued on September
26, 2023, at a price to the public of 102.00% of their face
value (the "Unsecured Notes" and, together with the Secured Notes,
the "New Notes") in a concurrent private offering (the "Unsecured
Offering" and, together with the Secured Offering, 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 Secured Notes will bear interest at the rate of 6.950%
per annum and the Unsecured Notes will bear interest at the rate of
7.750% per annum. 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
together with cash on hand (i) to fund the cash tender offers
announced by the Company earlier today (the "Tender Offers") to
purchase a portion of the Issuer's outstanding 3.55% Senior Secured
Notes due 2024, 4.875% Senior Secured Notes due 2024 and 5.125%
Senior Secured Notes due 2025 up to an aggregate principal amount
that will not result in an upsized aggregate purchase price that
exceeds $750,000,000 (subject to
increase or decrease by the Issuer), (ii) to pay fees and expenses
related to the Offerings and the Tender Offers and (iii) to use the
remainder, if any, for general corporate purposes.
As referenced above, the Company has determined, in connection
with the upsize of the Offerings, to correspondingly upsize the
maximum purchase price under the Tender Offers from $500 million to $750
million.
The Offerings are expected to close on December 22, 2023, subject to customary closing
conditions. 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.
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.