IRVING,
Texas, Jan. 31, 2024 /PRNewswire/ -- Vistra Corp.
(NYSE: VST) (the "Company" or "Vistra") announced today the
commencement of a cash tender offer (the "Tender Offer") to
purchase any and all outstanding rights (the "TRA Rights") for the
benefit of registered holders ("Holders") to receive payments from
the Company related to certain tax benefits that were issued
pursuant to that certain Tax Receivable Agreement, dated
October 3, 2016, by and between the
Company and American Stock Transfer & Trust Company, LLC, a
New York limited liability trust
company, as transfer agent, as amended and restated by the Amended
and Restated Tax Receivable Agreement, dated as of December 29, 2023, by and between the Company and
Equiniti Trust Company, LLC, a New
York limited liability company, as transfer agent
("Equiniti"). The Company repurchased approximately 85% of the
outstanding TRA Rights for a purchase price of $1.50 each in a series of privately negotiated
transactions that occurred in December
2023 and January 2024
(collectively, the "Previous Transactions"). In connection with the
Previous Transactions, certain amendments were effectuated in the
Tax Receivable Agreement, including (i) the removal of the
Company's obligation to provide Holders with regular reporting and
access to information, (ii) limitations on the transferability of
the TRA Rights, (iii) removal of certain obligations of the Company
in the event it incurs indebtedness and (iv) a change to the
definition of "Change of Control." Additionally, the Company agreed
in the Previous Transactions that if the Company repurchases TRA
Rights at any time on or prior to June 26,
2024 at a price per TRA Right greater than $1.50, the Company will pay the selling holders
in the Previous Transactions an amount equal to such excess
purchase price per TRA Right sold by such selling holders.
The price offered in the Tender Offer and other information
relating to the Tender Offer are set forth in the table below.
|
Tender Offer
Consideration (1)
|
Early Tender
Premium (1)
|
Total
Consideration (1)(2)
|
Vistra Corp.'s TRA
Rights
|
$1.45
|
$.05
|
$1.50
|
|
|
|
|
|
|
|
|
|
(1)
|
Per TRA Right
validly tendered (and not validly withdrawn) and accepted for
purchase by Vistra.
|
(2)
|
Includes the Early
Tender Premium (as defined below) for TRA Rights validly
tendered prior to the Early Tender Date (as defined below) (and not
validly withdrawn) and accepted for purchase by Vistra.
|
The Tender Offer is being made upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated January 31, 2024 (as the same may be amended or
supplemented from time to time, the "Offer to Purchase"). The
Tender Offer is open to all Holders of the TRA Rights.
Subject to the terms and conditions of the Tender Offer set
forth in the Offer to Purchase and the associated letter of
transmittal (the "Letter of Transmittal"), each Holder who validly
tenders and does not subsequently validly withdraw its TRA Rights
at or prior to 5:00 p.m.,
New York City time, on
February 13, 2024 (the "Early
Tender Date") will be entitled to receive $1.50 per TRA Right accepted for purchase ("Total
Consideration"), which includes an early tender premium of
$.05 per TRA Right accepted for
purchase ("Early Tender Premium"). Holders who validly tender their
TRA Rights after the Early Tender Date but at or prior to
5:00 p.m., New York City time, on February 28, 2024, or such other date if the
Company extends the Tender Offer (such date and time, as it may be
extended, the "Expiration Date") will be entitled to receive
$1.45 per TRA Right accepted for
purchase (the "Tender Offer Consideration").
The settlement date for the TRA Rights that are validly tendered
on or prior to the Early Tender Date is expected to be on or about
February 16, 2024. The settlement
date for the TRA Rights that are validly tendered following the
Early Tender Date but on or prior to the Expiration Date is
expected to be on or about March 4,
2024.
The Company's obligation to consummate the Tender Offer is
subject to the terms and conditions of the Offer to Purchase and
the Letter of Transmittal. The Tender Offer is not contingent upon
the tender of any minimum amount of TRA Rights.
Equiniti has been retained to serve as the Transfer Agent and
Paying Agent for the Tender Offer. Questions regarding the Tender
Offer may be directed to Vistra at 6555 Sierra Drive, Irving, TX 75039, Attn: Investor Relations or
VistraTender@vistracorp.com. Questions about the procedures for
tendering TRA Rights or requests for additional copies of the Offer
to Purchase or the Letter of Transmittal may be directed to
Equiniti at P.O. Box 525, Ridgefield
Park, New Jersey 07660, Attn: Reorganization Department,
Toll-free at +1 (877) 248-6417 or Collect at +1 (718)
921-8317.
Vistra is making the Tender Offer only by, and pursuant to, the
terms of the Offer to Purchase and Letter of Transmittal. None of
Vistra or Equiniti make any recommendation as to whether Holders
should tender or refrain from tendering their TRA Rights. Holders
must consult their own investment and tax advisors and make their
own decisions as to whether to tender their TRA Rights and, if so,
the amount of the TRA Rights to tender. The Tender Offer is not
being made to Holders 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 Offer
to be made by a licensed broker or dealer, the Tender Offer will be
deemed to be made on behalf of Vistra by 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.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/vistra-announces-cash-tender-offer-for-remaining-tra-rights-302048819.html
SOURCE Vistra Corp