Item 1.01. Entry into a Material Definitive Agreement.
Vistra Operations Notes Offering
On May 5, 2021, Vistra Operations Company LLC, a Delaware limited liability
company ("Vistra Operations" or the "Issuer") and an indirect, wholly owned
subsidiary of Vistra Corp., a Delaware corporation (the "Company"), entered into
a purchase agreement (the "Purchase Agreement") by and among Vistra Operations,
certain subsidiaries of the Company (the "Subsidiary Guarantors") that also
guarantee the Credit Agreement (as defined below), and J.P. Morgan Securities
LLC, as representative of the several initial purchasers named in Schedule I
thereto (the "Initial Purchasers"). The Purchase Agreement provides for the
offer and sale (the "Offering") by Vistra Operations, and the purchase by the
Initial Purchasers, of $1,250,000,000 aggregate principal amount of Vistra
Operations' 4.375% Senior Notes due 2029 (the "Notes"). The Notes will be senior
obligations of Vistra Operations and will be fully and unconditionally
guaranteed by the Subsidiary Guarantors.
The Offering closed on May 10, 2021. The sale of the Notes was not registered
under the Securities Act of 1933, as amended (the "Securities Act"), and the
Notes were sold on a private placement basis to persons reasonably believed to
be qualified institutional buyers under Rule 144A under the Securities Act and
outside the United States to non-U.S. persons in compliance with Regulation S
under the Securities Act. The Company used the net proceeds from the Offering,
together with cash on hand, (i) to repay all amounts outstanding under the Term
Loan A Facility (as defined below) and (ii) to pay fees and expenses related to
the Offering.
The Purchase Agreement contains customary representations, warranties, covenants
and agreements by Vistra Operations, the Subsidiary Guarantors and the Initial
Purchasers, including indemnification for certain liabilities under the
Securities Act, other obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the Purchase Agreement
were made only for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to the Purchase Agreement, and may be
subject to limitations agreed upon by the parties thereunder. The foregoing is
only a brief description of the material terms of the Purchase Agreement and
does not purport to be a complete description of the rights and obligations of
the parties thereunder. Such description is qualified in its entirety by
reference to the Purchase Agreement, which is attached to this Current Report on
Form 8-K (this "Current Report") as Exhibit 10.1 and is incorporated by
reference into this Item 1.01.
Additionally, certain affiliates of the Initial Purchasers are lenders under
that certain credit agreement, dated October 3, 2016, by and among Vistra
Operations, as borrower, the guarantors party thereto, the various lenders party
thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent
and collateral agent (as amended, the "Credit Agreement"), and that certain
credit facility established by that certain secured, 364-day term loan credit
agreement, dated as of March 29, 2021, by and among Vistra Operations, as
borrower, Vistra Intermediate Company LLC, Royal Bank of Canada, as
administrative agent and collateral agent, and the other lenders party thereto
(as amended, the "Term Loan A Facility"), and have received a portion of the net
proceeds from the Offering that were used to repay borrowings under the Term
Loan A Facility. Further, the Initial Purchasers and their affiliates have
performed commercial banking, investment banking and advisory services for the
Company and Vistra Operations from time to time for which they have received
customary fees and reimbursement of expenses. The Initial Purchasers or their
affiliates may, from time to time, engage in transactions with and perform
services for the Company and Vistra Operations in the ordinary course of their
business for which they may receive customary fees and reimbursement of
expenses.
The Notes were issued under an indenture (the "Indenture"), dated as of May 10,
2021, by and between the Issuer and Wilmington Trust, National Association (the
"Trustee"), as trustee, and the Subsidiary Guarantors. The Indenture provides
for the full and unconditional guarantee by the Subsidiary Guarantors of the
punctual payment of the principal of, premium, if any, interest on and all other
amounts due under the Notes and the Indenture (the "Guarantees").
Interest on the Notes will accrue from May 10, 2021, at a rate of 4.375% per
annum. Interest on the Notes will be payable by the Issuer on May 1 and
November 1 of each year, beginning on November 1, 2021. The Notes will mature on
May 15, 2029.
At any time prior to May 1, 2024, the Issuer will have the option to redeem all
or any portion of the Notes at a redemption price equal to 100% of the aggregate
principal amount of the applicable Notes being redeemed, plus a make-whole
premium and accrued and unpaid interest, if any, to, but excluding, the
redemption date. On or after May 1, 2024, the Issuer may redeem all or any
portion of the Notes at various redemption prices set forth in the Indenture.
Prior to May 1, 2024, the Issuer may also redeem up to 40% of the Notes at a
price equal to 104.375% of the aggregate principal amount of the Notes, plus
accrued and unpaid interest, if any, to, but excluding, the redemption date,
using the proceeds of one or more qualifying equity offerings.
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Upon (i) the occurrence of a change of control and (ii) a downgrade by one or
more gradations, or the withdrawal, in either case, of the rating of the Notes
within 60 days after the change of control by at least two of Moody's Investors
Service, Inc., Standard & Poor's Financial Services LLC or Fitch Ratings Inc.,
the Issuer will be required to make an offer to repurchase all of the
outstanding Notes at a price in cash equal to 101% of the aggregate principal
amount of the Notes repurchased, plus any accrued and unpaid interest to, but
excluding, the repurchase date, subject to the rights of holders thereof on the
relevant record date to receive interest due on the relevant interest payment
date.
The Indenture contains certain covenants and restrictions, including, among
others, restrictions on the ability of the Issuer and its subsidiaries, as
applicable, to create certain liens, merge or consolidate with another entity,
and sell all or substantially all of their assets.
The foregoing description of the Indenture and the Notes does not purport to be
complete and is qualified in its entirety by reference to the and the forms of
the Indenture and Notes, copies of which are filed as Exhibits 4.1, 4.2, and
4.3, to this Current Report and are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report is incorporated by
reference herein.
Item 8.01. Other Events.
On May 5, 2021, the Company issued a press release announcing the pricing of the
Notes to be issued and sold pursuant to the Offering. A copy of this press
release is furnished herewith as Exhibit 99.1.
This Current Report does not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale or purchase of
securities described herein in any state in which the offer, solicitation or
sale would be unlawful prior to the registration or qualification under the
securities laws of any such state.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
4.1 Indenture, dated as of May 10, 2021, between Vistra Operations
Company LLC, as Issuer, the Subsidiary Guarantors, and Wilmington
Trust, National Association, as Trustee.
4.2 Form of Rule 144A Global Security for 4.375% Senior Note due 2029
(included in Exhibit 4.1).
4.3 Form of Regulation S Global Security for 4.375% Senior Note due 2029
(included in Exhibit 4.1).
10.1 Purchase Agreement, dated May 5, 2021, by and among Vistra
Operations Company LLC and J.P. Morgan Securities LLC, on behalf of
itself and the several Initial Purchasers named in Schedule I to the
Purchase Agreement.
99.1 Press Release, dated May 5, 2021.
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