VISTRA CORP.

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VISTRA CORP. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

10/16/2020 | 04:33pm

Item 1.01. Entry into a Material Definitive Agreement.



In connection with the existing accounts receivable securitization facility (the
"AR Facility"), on October 9, 2020, TXU Energy Receivables Company LLC ("TXU
Receivables"), a wholly owned subsidiary of TXU Energy Retail Company LLC ("TXU
Retail"), and Vistra Operations Company LLC ("Vistra Operations") entered into
(i) an amendment (the "RPA Amendment") to the Receivables Purchase Agreement
dated as of August 21, 2018 (as amended, supplemented or otherwise modified from
time to time, the "RPA") among TXU Receivables, as seller, TXU Retail, as
servicer, Vistra Operations, as performance guarantor, certain purchaser agents
and purchasers named therein and Credit Agricole Corporate and Investment Bank,
as administrator (the "Administrator"), which amends certain provisions,
including joining MUFG Bank, Ltd. ("MUFG") as an additional purchaser agent and
Gotham Funding Corporation as an additional purchaser, and (ii) an amendment
(the "PSA Amendment" and together with the RPA Amendment, the "Receivables
Amendments") to the Purchase and Sale Agreement, dated as of August 21, 2018 (as
amended, supplemented or otherwise modified from time to time, the "PSA"), among
TXU Retail, as servicer and as an originator, the other originators named
therein (collectively with TXU Retail, the "Originators") and TXU Receivables,
as purchaser, which amends certain provisions, including (1) adding TXU Retail
as servicer on behalf of the Originators and (2) reflecting the entry into the
repurchase facility described below.



On October 9, 2020, TXU Retail, as seller ("Seller") and seller party agent, and
the Originators entered into a $125 million repurchase facility (the "Repurchase
Facility") with MUFG, as buyer ("Buyer"), pursuant to (i) a Master Framework
Agreement, dated as of October 9, 2020 (the "Framework Agreement"), among
Seller, TXU Retail as seller party agent, the Originators and Buyer and (ii) a
Master Repurchase Agreement, dated as of October 9, 2020 (the "Master Repurchase
Agreement"), between Seller and Buyer. The Framework Agreement and the Master
Repurchase Agreement provide for a repurchase facility collateralized by a
subordinated note (the "Subordinated Note") issued by TXU Receivables in favor
of TXU Retail, for the benefit of the Originators, and representing a portion of
the purchase price paid for the accounts receivable sold by the Originators to
TXU Receivables under the AR Facility.



Under the Repurchase Facility, Seller may request that Buyer transfer funds to
Seller in exchange for a transfer of the Subordinated Note, with a simultaneous
agreement by Seller to transfer funds to Buyer at a date certain or on demand in
exchange for the return of the Subordinated Note (collectively, the
"Transactions "). Buyer is not committed to enter into any Transactions. The
Transactions are expected to have a term of one month, unless terminated earlier
on demand by Seller or terminated by Buyer after an event of default. Under the
Repurchase Facility, TXU Retail shall pay an interest rate margin equal to the
London Interbank Offered Rate ("LIBOR"), plus 1.20%, with respect to amounts
advanced by Buyer. Customary LIBOR replacement provisions are included in the
Master Repurchase Agreement. TXU Retail also paid an upfront program fee in
connection with the Repurchase Facility. Unless earlier terminated under the
Master Repurchase Agreement and Framework Agreement, the Repurchase Facility
will terminate concurrently with termination of the AR Facility.



In connection with the Repurchase Facility, the Originators have granted MUFG a
security interest in the Subordinated Note to secure their obligations under the
Framework Agreement and the Master Repurchase Agreement. In addition, pursuant
to a Guaranty, dated as October 9, 2020 (the "Guaranty"), between Vistra
Operations
and MUFG, Vistra Operations has agreed to guarantee the obligations
of the Originators under the Framework Agreement and the Seller under the Master
Repurchase Agreement. Neither the Originators nor TXU Receivables guarantees the
collectability of the receivables under either the AR Facility or the Repurchase
Facility.



The Framework Agreement and the Master Repurchase Agreement contain customary
representations and warranties, affirmative and negative covenants, and events
of default and termination provisions, which provide that should any event of
default occur, Buyer may immediately take possession of the Subordinated Note
subject to an outstanding Transaction, sell the Subordinated Note and apply the
proceeds to amounts owing by Seller. Events of default include, but are not
limited to, failure to pay any amounts due under the Repurchase Facility,
breaches of any covenants, representations or warranties set forth in the
Framework Agreement and the Master Repurchase Agreement, failure of Buyer to
have a perfected security interest in the Subordinated Note and proceeds
thereof, or an event of default (or similar event) occurs under the AR Facility
or an event of default occurs under the Credit Agreement, dated as of October 3,
2016
, among Vistra Operations, as borrower, Vistra Intermediate Company LLC, the
other credit parties party thereto and Credit Suisse AG, Cayman Islands Branch,
as administrative agent, as amended, supplemented or otherwise modified from
time to time, other than an event of default that is remedied or waived or
contested in good faith, in each case, subject to applicable cure periods.



The foregoing descriptions of the PSA Amendment, the RPA Amendment, the
Framework Agreement, the Master Repurchase Agreement, and the Subordinated Note
do not purport to be complete and are qualified in their entirety by reference
to the PSA Amendment (which includes the form of the Subordinated Note), the RPA
Amendment, the Framework Agreement, and the Master Repurchase Agreement, copies
of which are filed as Exhibits 4.1, 4.2, 10.1, and 10.2 to this Current Report
on Form 8-K and are incorporated herein by reference.



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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an



Off-Balance Sheet Arrangement of a Registrant.



The information contained in Item 1.01 concerning the Company's direct financial
obligations under Item 1.01 of this Current Report is incorporated by reference
herein.



Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit
No. Description

4.1 Fourth Amendment to Purchase and Sale Agreement, dated as of
October 9, 2020, among TXU Energy Retail Company LLC, as an originator
and servicer, the other originators named therein, and TXU Energy
Receivables Company LLC
, as purchaser.

4.2 Sixth Amendment to Receivables Purchase Agreement, dated as of
October 9, 2020, among TXU Energy Receivables Company LLC, as seller,
TXU Energy Retail Company LLC, as servicer, Vistra Operations Company
LLC
, as performance guarantor, certain purchaser agents and purchasers
named therein and Credit Agricole Corporate and Investment Bank, as
administrator.

10.1 Master Framework Agreement, dated as of October 9, 2020, by and
among TXU Energy Retail Company LLC, as seller and seller party agent,
certain originators name therein, and MUFG Bank, Ltd., as buyer.

10.2 Master Repurchase Agreement, dated as of October 9, 2020, between
TXU Energy Retail Company LLC and MUFG Bank, Ltd.

104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)



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