IRVING,
Texas, Dec. 26, 2023 /PRNewswire/ -- Vistra Corp.
(NYSE: VST) ("Vistra") announced today the results to date 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").
According to information received from Global Bondholder
Services Corporation, the depositary and information agent for the
Tender Offers, as of 5:00 p.m.,
New York City time, on
December 22, 2023 (the "Early Tender
Deadline"), Vistra had received valid tenders from the registered
holders (the "Holders") of the Notes that were not validly
withdrawn as set forth in the table below.
Title of
Notes
|
CUSIP Number
(1)
|
Acceptance
Priority Level (2)
|
Aggregate
Principal
Amount Outstanding (3)
|
Aggregate Principal
Amount of Notes
Tendered at the Early Tender
Deadline
|
3.550% Senior
Secured
Notes due 2024
|
92840V AD4;
U9226V AC1;
U9226V AG2
|
1
|
$1,500,000,000
|
$345,308,000
|
4.875% Senior
Secured
Notes due 2024(5)
|
92840V AK8;
U9226V AJ6
|
2
|
$400,000,000
|
$58,201,000
|
5.125% Senior
Secured
Notes due 2025
|
92840V AL6;
U9226V AK3
|
3
|
$1,100,000,000
|
$577,102,000
|
|
|
|
|
|
|
|
|
(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)
|
As of December 22,
2023.
|
The determination of the Total Consideration (as defined in the
Offer to Purchase) will occur at 10:00
a.m., New York City time,
on December 26, 2023. The early
settlement date 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 registered holder 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
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.
View original
content:https://www.prnewswire.com/news-releases/vistra-announces-early-results-of-cash-tender-offer-for-senior-secured-notes-302022230.html
SOURCE Vistra Corp