IRVING,
Texas, April 9, 2024 /PRNewswire/ -- Vistra Corp.
(NYSE: VST) (the "Company" or "Vistra") announced today the pricing
of $500 million aggregate principal
amount of senior secured notes due 2034 at a price to the public of
99.865% of their face value (the "Secured Notes") in a private
offering (the "Secured Offering") and $1
billion aggregate principal amount of senior unsecured notes
due 2032 at a price to the public of 100.000% of their face value
(the "Unsecured Notes" and, together with the Secured Notes, the
"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 6.000%
per annum and the Unsecured Notes will bear interest at the rate of
6.875% per annum. 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, Citibank, N.A. (as successor to Credit Suisse AG,
Cayman Islands Branch and 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 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 (which does not include Vistra Vision
LLC, a Delaware limited liability
company ("Vistra Vision") and its subsidiaries) as well as the
equity interest of the Issuer and the 85% equity interest of Vistra
Vision owned by Vistra. 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 for
general corporate purposes, including to refinance outstanding
indebtedness (including the upcoming 2024 debt maturities) and to
pay fees and expenses related to the Offerings.
The Offerings are expected to close on April 12, 2024, 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 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 that
provides essential resources to customers, businesses, and
communities from California to
Maine. Based in Irving,
Texas, Vistra is a leader in the
energy transformation with an unyielding focus on reliability,
affordability, and sustainability. The company safely operates a
reliable, efficient, power generation fleet of natural gas,
nuclear, coal, solar, and battery energy storage facilities while
taking an innovative, customer-centric approach to its retail
business. Learn more at 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, capital allocation, capital expenditures, liquidity,
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, cost-saving initiatives, and to successfully integrate
acquired businesses; (iii) actions by credit ratings agencies; and
(iv) 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, 2023 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
