IRVING,
Texas, Dec. 26, 2023 /PRNewswire/ -- Vistra Corp.
(NYSE: VST) ("Vistra") announced today the pricing terms of its
previously announced cash tender offers (the "Tender Offers") to
purchase a portion of Vistra's outstanding 3.550% Senior Secured
Notes due 2024 ("3.550% 2024 Notes"), 4.875% Senior Secured Notes
due 2024 ("4.875% 2024 Notes") and 5.125% Senior Secured Notes due
2025 ("5.125% 2025 Notes" and, together with the 3.550% 2024 Notes
and 4.875% 2024 Notes, the "Notes") up to an aggregate principal
amount that will not result in an aggregate purchase price that
exceeds $750,000,000 (the "Aggregate
Maximum Tender Amount"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated December 11, 2023 (the "Offer to Purchase").
Vistra expects to accept for purchase $345,308,000 in aggregate principal amount of the
3.550% 2024 Notes, $58,201,000 in
aggregate principal amount of the 4.875% 2024 Notes and
$355,693,000 in aggregate principal
amount of the 5.125% 2025 Notes from the registered holders (the
"Holders") of the Notes that were validly tendered and not validly
withdrawn before the Early Tender Deadline (as defined below).
The "Total Consideration" for each per $1,000 principal amount of the Notes validly
tendered and accepted for purchase pursuant to the Tender Offers
was determined by reference to the applicable fixed spread over the
yield to maturity based on the bid side price of the applicable
U.S. Treasury Security, in each case set forth in the table below,
and is payable to the Holders of the Notes who validly tendered and
did not validly withdraw their Notes at or before 5:00 p.m., New York
City time, on December 22,
2023 ("Early Tender Deadline") and whose Notes are accepted
for purchase by Vistra. The applicable reference yields (as
determined pursuant to the Offer to Purchase) listed in the table
were determined at 10:00 a.m.,
New York City time, today,
December 26, 2023, by the Lead Dealer
Manager. The Total Consideration for each of the Notes includes an
early tender premium of $30.00 per
$1,000 principal amount of Notes
validly tendered and not validly withdrawn by such Holders and
accepted for purchase by Vistra.
The following table sets forth certain information regarding the
Notes and the Tender Offers:
Title of
Notes
|
CUSIP
Number (1)
|
Acceptance
Priority Level (2)
|
Reference U.S.
Treasury
Security
|
Reference
Yield
|
Fixed Spread
(basis points)
|
Total
Consideration (3) (4)
|
Aggregate
Principal
Amount
Tendered (5)
|
Aggregate
Principal
Amount
Expected to be
Accepted for
Purchase
|
3.550% Senior
Secured Notes
due 2024
|
92840V AD4;
U9226V AC1; U9226V
AG2
|
1
|
0.375% UST
due 07/15/24
|
5.161 %
|
+115
|
$985.65
|
$345,308,000
|
$345,308,000
|
4.875% Senior
Secured Notes
due 2024(5)
|
92840V AK8;
U9226V AJ6
|
2
|
0.250% UST
due 05/15/24
|
5.264 %
|
+105
|
$994.73
|
$58,201,000
|
$58,201,000
|
5.125% Senior
Secured Notes
due 2025
|
92840V
AL6; U9226V AK3
|
3
|
2.125% UST
due 05/15/25
|
4.627 %
|
+135
|
$988.92
|
$577,102,000
|
$355,693,000
|
(1)
|
No representation is
made as to the correctness or accuracy of the CUSIP Numbers
listed in the Offer to Purchase (as defined above) or printed on
the Notes. They are provided solely for the convenience of
the Holders of the Notes.
|
(2)
|
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.
|
(3)
|
Includes the Early
Tender Premium.
|
(4)
|
Per $1,000 principal
amount of the Notes that are tendered and accepted for
purchase.
|
(5)
|
At the Early Tender
Deadline.
|
All payments for Notes purchased in connection with the Early
Tender Deadline will also include accrued and unpaid interest on
the principal amount of the Notes purchased, from the last interest
payment date with respect to those Notes to, but not including, the
early settlement date, which is expected to occur on January 2, 2024.
Although the Tender Offers are scheduled to expire at
5:00 p.m., New York City time, on January 10, 2024, because the aggregate principal
amount of all Notes validly tendered and not validly withdrawn by
the Early Tender Deadline exceeds the Aggregate Maximum Tender
Amount, Vistra does not expect to accept for purchase any tenders
of Notes after the Early Tender Deadline. Any Notes tendered after
the Early Tender Deadline will be promptly credited to the account
of the Holders of such Notes maintained at the Depository Trust
Company and otherwise returned in accordance with the Offer to
Purchase.
Full details of the terms and conditions of the Tender Offers
are described in the Offer to Purchase, which were sent by Vistra
to holders of the Notes. Holders of the Notes are encouraged to
read these documents as they contain important information
regarding the Tender Offers.
Vistra has retained Citigroup Global Markets Inc. to act 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 or requests
for assistance regarding the terms of the Tender Offers should be
directed to Citigroup Global Markets Inc. at 388 Greenwich Street,
Trading 4th Floor, New York, New
York 10013, Attn: Liability Management Group, (800)
558-3745. Requests for the Offer to Purchase and other documents
relating to the Tender Offers 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 (866) 654-2014
(for all others).
None of Vistra, its board of directors or officers, the Lead
Dealer Manager, the Depositary and Information Agent, or the
trustee or any of their respective affiliates is making any
recommendation as to whether Holders should tender any Notes in
response to the Tender Offers. Holders must make their own decision
as to whether to tender their Notes, and if so, the principal
amount of Notes as to which action is to be taken.
The Tender Offers are only being made by, and pursuant to, the
Offer to Purchase. This press release is neither an offer to
purchase nor a solicitation of an offer to sell any Notes in the
Tender Offers. 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 Tender Offers are required 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.
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