Vistra Corp. Reports Material Agreement, Equity Sales, Rights Changes

TL;DR

**Vistra just made big moves on agreements and equity, watch for dilution.**

AI Summary

Vistra Corp. filed an 8-K on January 4, 2024, reporting events from December 29, 2023, including entry into a material definitive agreement, unregistered sales of equity securities, and material modifications to security holders' rights. This filing indicates significant corporate actions that could impact the company's capital structure and ownership, which matters to investors as it may dilute existing shares or alter control, potentially affecting stock value.

Why It Matters

This filing signals significant changes to Vistra Corp.'s financial and ownership structure, which could impact future earnings per share and shareholder control.

Risk Assessment

Risk Level: medium — The filing indicates material changes to agreements and equity, which could introduce financial or ownership risks that are not fully detailed.

Analyst Insight

Investors should investigate the specifics of the 'Material Definitive Agreement' and 'Unregistered Sales of Equity Securities' to understand potential dilution or changes in company control before making investment decisions.

Key Players & Entities

• Vistra Corp. (company) — the registrant filing the 8-K
• December 29, 2023 (date) — date of earliest event reported
• January 4, 2024 (date) — date the 8-K was filed

FAQ

Key Financial Figures

• $0.01 — ich Registered Common stock, par value $0.01 per share VST New York Stock Exchan
• $1.50 — ders") in exchange for consideration of $1.50 per repurchased TRA Right, totaling an
• $476 million — the Agreed Repurchase of approximately $476 million. The consideration for the Repurchase w
• $1 — 3 at a price per TRA Right greater than $1.50, the Company will pay the Selling Ho
• $1,000 — d Stock has a liquidation preference of $1,000 per share, plus accumulated but unpaid
• $1,020 — t a redemption price payable in cash of $1,020 (102% of the liquidation preference) pe
• $1,030 — t a redemption price payable in cash of $1,030 (103% of the liquidation preference) pe
• $1,010 — 15, 2025 and before January 15, 2026 or $1,010 (101% of the liquidation preference) pe
• $2.5 b — outstanding securities, of greater than $2.5 billion, (v) any Transaction that results

Filing Documents

• d694804d8k.htm (8-K) — 39KB
• d694804dex31.htm (EX-3.1) — 116KB
• d694804dex101.htm (EX-10.1) — 297KB
• g694804snap1.jpg (GRAPHIC) — 6KB
• 0001193125-24-002418.txt ( ) — 680KB
• vst-20231229.xsd (EX-101.SCH) — 3KB
• vst-20231229_lab.xml (EX-101.LAB) — 18KB
• vst-20231229_pre.xml (EX-101.PRE) — 11KB
• d694804d8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. On December 29, 2023, Vistra Corp. (the "Company") repurchased (the "Repurchase") approximately 68% and agreed to repurchase (the "Agreed Repurchase) an additional approximately 6% of the outstanding beneficial interests in the rights (the "TRA Rights") to receive payments under the Tax Receivable Agreement, dated October 3, 2016 (the "TRA"), from a select group of registered holders of the TRA Rights ("Selling Holders") in exchange for consideration of $1.50 per repurchased TRA Right, totaling an aggregate purchase price for the Repurchase and the Agreed Repurchase of approximately $476 million. The consideration for the Repurchase was paid by the Company by the issuance of shares of newly issued 8.875% Series C Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock (the "Series C Preferred Stock"). The consideration for the Agreed Repurchase is also expected to be paid by the Company by the issuance of shares of newly issued Series C Preferred Stock. The shares of Series C Preferred Stock are being issued to the Selling Holders in exchange for the TRA Rights in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). As part of the transaction, the Company agreed to file a shelf registration statement on Form S-3 within 15 business days of December 29, 2023 registering the resale of the shares by the Selling Holders of Series C Preferred Stock from time to time under Rule 415 of the Securities Act. The Company may from time-to-time repurchase additional TRA Rights in exchange for additional shares of Series C Preferred Stock, cash and/or other consideration. If the Company repurchases TRA Rights at any time during the 180 days following December 29, 2023 at a price per TRA Right greater than $1.50, the Company will pay the Selling Holders an amount equal to such excess purchase price per TRA Right sold by the Selling Holde

02

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02.

03

Item 3.03 Material Modification to Rights of Security Holders. The information about the Certificate of Designation set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.03.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information about the Certificate of Designation set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 5.03.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Series C Certificate of Designation filed with the Secretary of State of Delaware on December 29, 2023. 10.1 Amended and Restated Tax Receivable Agreement, dated December 29, 2023, by and between the Company and Equiniti Trust Company, LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Vistra Corp. Dated: January 4, 2024 /s/ William M. Quinn Name: William M. Quinn Title: Senior Vice President and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR