Vistra Adds to its Industry-Leading Generation Portfolio with Acquisition of Cogentrix

Rhea-AI Summary

Vistra (NYSE: VST) agreed to acquire Cogentrix Energy's 10 natural gas facilities totaling approximately 5,496 MW for a net purchase price of about $4.0 billion (composed of ~$2.3B cash, ~$0.9B stock, and assumption of ~$1.5B debt, less ~$0.7B tax benefit NPV).

The deal implies ~$730/kW and ~7.25x 2027 expected Adjusted EBITDA; Vistra expects mid-single-digit Ongoing Operations AFCFbG1 per‑share accretion in 2027 and high single-digit accretion on average over 2027–2029. Closing is subject to FERC, DOJ HSR, and state approvals and is expected mid‑to‑late‑2026.

Positive

• Adds 5,496 MW of modern gas capacity across PJM, ISO‑NE, ERCOT
• Net purchase price of $4.0B implies $730/kW
• Expected mid‑single‑digit per‑share accretion in 2027
• Expected high single‑digit accretion average over 2027–2029
• Deal implies 7.25x 2027 expected Adjusted EBITDA contribution
• Equity consideration preserves capital allocation plan and ratings

Negative

• Assumes approximately $1.5B of Cogentrix outstanding indebtedness
• Requires approximately $2.3B cash payment at closing
• Issues ~$0.9B in stock consideration (5 million shares)
• Transaction subject to FERC, DOJ HSR, and state approvals

News Market Reaction

-1.39%

22 alerts

-1.39% News Effect

+2.1% Peak in 15 min

-$824M Valuation Impact

$58.46B Market Cap

1.0x Rel. Volume

On the day this news was published, VST declined 1.39%, reflecting a mild negative market reaction. Argus tracked a peak move of +2.1% during that session. Our momentum scanner triggered 22 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $824M from the company's valuation, bringing the market cap to $58.46B at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Cogentrix capacity: approximately 5,500 MW Net purchase price: approximately $4.0 billion Cash consideration: approximately $2.3 billion +5 more

8 metrics

Cogentrix capacity approximately 5,500 MW Total natural gas generation assets in acquisition

Net purchase price approximately $4.0 billion Net purchase price for Cogentrix portfolio

Cash consideration approximately $2.3 billion Cash portion of Cogentrix transaction

Stock consideration approximately $0.9 billion 5 million VST shares at $185 per share to Quantum

Shares issued 5 million shares Vistra common stock issued as Cogentrix consideration

Assumed indebtedness approximately $1.5 billion Outstanding Cogentrix debt assumed by Vistra

Tax benefits NPV approximately $0.7 billion Net present value of expected tax benefits from transaction

Portfolio heat rate approximately 7,800 Btu/kWh Average heat rate of Cogentrix portfolio

Market Reality Check

Price: $160.36 Vol: Volume 3,828,486 is below...

normal vol

$160.36 Last Close

Volume Volume 3,828,486 is below 20-day average 4,334,504 (relative 0.88x). normal

Technical Price 165.23 is trading below 200-day MA 174.09 and 24.83% under the 52-week high.

Peers on Argus

Peers show mostly positive moves (e.g., NRG +2.83%, TLN +4.10%, TAC +1.80%), but...

Peers show mostly positive moves (e.g., NRG +2.83%, TLN +4.10%, TAC +1.80%), but no momentum-cluster flag and VST’s acquisition news appears stock-specific.

Historical Context

5 past events · Latest: Nov 07 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 07	Community support program	Positive	+3.5%	Expanded Winter Warmth assistance and incremental community funding in Texas.
Nov 06	Earnings and guidance	Positive	-2.5%	Strong Q3, raised cash flow guidance, and expanded gas portfolio plans.
Oct 30	Dividend declaration	Positive	-0.7%	Common and preferred dividends, including a ~2% common dividend increase.
Oct 22	Asset sale counterparty	Positive	+3.0%	Lotus announced closing of a <b>2.6 GW</b> gas portfolio sale to Vistra.
Oct 22	Gas plants acquisition	Positive	-0.4%	Completion of seven-plant, ~<b>2,600 MW</b> gas acquisition across key markets.

Pattern Detected

Recent news often triggers mixed reactions, with several positive fundamental updates followed by short-term price declines, especially around earnings and large acquisitions.

Recent Company History

Over the last few months, Vistra reported strong Q3 2025 results with Ongoing Operations Adjusted EBITDA of $1,581M and narrowed 2025 guidance to $5.7B–$5.9B. It also advanced a major gas-asset build‑out, completing a ~2,600 MW acquisition on Oct 22, 2025. Capital returns have remained a focus, including a modest dividend increase to $0.2270 per share. Today’s Cogentrix deal extends this strategy of adding modern gas capacity across competitive power markets while maintaining stated capital allocation priorities.

Market Pulse Summary

This announcement details Vistra’s plan to acquire Cogentrix’s ~5,500 MW modern gas portfolio for a ...

Analysis

This announcement details Vistra’s plan to acquire Cogentrix’s ~5,500 MW modern gas portfolio for a net ~$4.0B, funded with cash, stock, and assumed debt, and supported by about $0.7B in tax benefits. Management highlights expected accretion and notes that the fleet would reach roughly 50,000 MW across U.S. markets. Historically, Vistra has steadily expanded gas capacity, so investors may watch regulatory approvals, closing timing in mid‑to‑late‑2026, and future integration updates.

Key Terms

combined cycle gas turbine, cogeneration, pjm, iso new england, +4 more

8 terms

combined cycle gas turbine technical

"The acquisition includes three combined cycle gas turbine facilities and two..."

A combined cycle gas turbine is a power plant that uses a gas turbine to generate electricity and then captures the hot exhaust to produce steam that drives a second turbine, squeezing extra power from the same fuel—think of it as a two-stage engine that gets more miles per gallon. For investors, it matters because higher efficiency usually means lower fuel costs, smaller emissions and better profit margins for power producers, which affects operating costs, regulatory risk and asset value.

cogeneration technical

"Altura Cogeneration | Texas | ERCOT | 583 | Cogeneration"

Cogeneration, also called combined heat and power (CHP), is a way to produce electricity and useful heat at the same time from a single fuel source. Like getting both a hot shower and a charged phone from one power outlet, it uses energy more efficiently than producing power and heat separately, cutting fuel costs, emissions, and reliance on external utilities—factors that can improve operating margins, cash flow stability, and regulatory incentives for investors.

pjm technical

"located across PJM, four combined cycle gas turbine facilities in ISO New England"

PJM is the large regional operator that coordinates the flow of electricity and runs the wholesale power markets across parts of the eastern and midwestern United States. Think of it as an air-traffic controller for electricity: it balances supply and demand in real time, schedules power plants and transmission, and sets market-clearing prices — all of which affect utility revenues, fuel costs, project economics and investor returns in energy and infrastructure sectors.

iso new england technical

"four combined cycle gas turbine facilities in ISO New England, and one..."

ISO New England is the nonprofit organization that operates the electric grid and wholesale electricity markets for the six-state New England region, acting like an air-traffic controller for power to keep supply and demand balanced and the lights on. Its decisions on grid planning, market rules and capacity auctions influence regional electricity prices, reliability and the economics of power producers, utilities and large energy users, so investors watch it for signals about revenue, costs and regulatory risk in energy-related businesses.

ercot technical

"and one cogeneration facility in ERCOT."

The Electric Reliability Council of Texas (ERCOT) is the organization that operates and balances the bulk electric grid for most of Texas, acting like an air-traffic controller that matches electricity supply and demand across the state and runs the wholesale power market. Investors care because ERCOT’s decisions, grid reliability, and market prices directly affect the revenues, costs, and risk exposure of utilities, energy producers, large consumers, and companies whose operations depend on stable, affordable power.

adjusted ebitda financial

"implies a multiple of approximately 7.25x the 2027 expected Adjusted EBITDA contribution"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

federal energy regulatory commission regulatory

"including by the Federal Energy Regulatory Commission, the Department of Justice..."

A U.S. federal agency that acts like a referee for the large-scale flow and sale of electricity and natural gas across state lines, setting rules, approving rates and licenses, and reviewing major projects and market changes. Investors care because its decisions — on things like transmission rules, pipeline approvals and market structure — can change company profits, project timelines and the price and reliability of energy, similar to how a traffic controller affects delivery routes and costs.

hart-scott-rodino act regulatory

"the Department of Justice under the Hart-Scott-Rodino Act, and certain state..."

A U.S. antitrust law that requires parties to large mergers and acquisitions to notify federal regulators and wait a set period before closing the deal, so authorities can check whether the transaction would unfairly reduce competition. For investors, the process is like notifying a referee before a major team trade: it can reveal objections, trigger investigations, delay or block a deal, and therefore affect transaction timing, value and deal risk.

AI-generated analysis. Not financial advice.

Highlights

• Acquisition of Cogentrix includes ~5,500 megawatts of modern natural gas generation assets at an attractive purchase price, net of expected tax benefits, of approximately $730/kW of capacity.
• Acquisition is expected to deliver mid-single digit Ongoing Operations AFCFbG¹ per share accretion in 2027 and high single-digit accretion on average over 2027-2029.
• Reiterating previously communicated capital allocation plan, including long-term net leverage target of less than 3x², the expected return of capital to shareholders by way of the planned $300 million in annual dividends, and at least $1 billion of share repurchases each year.

IRVING, Texas, Jan. 5, 2026 /PRNewswire/ -- Vistra Corp. (NYSE: VST) today announced it has executed definitive agreements to acquire Cogentrix Energy, consisting of 10 modern natural gas generation facilities totaling approximately 5,500 MW of capacity. Cogentrix is indirectly owned by funds managed by Quantum Capital Group. The acquisition includes three combined cycle gas turbine facilities and two combustion turbine facilities located across PJM, four combined cycle gas turbine facilities in ISO New England, and one cogeneration facility in ERCOT.

Vistra will acquire these assets at a net purchase price of approximately $4.0 billion, which is comprised of the payment of approximately $2.3 billion of cash consideration and approximately $0.9 billion of Vistra stock consideration (5 million shares of common stock at a mutually agreed-upon value of $185 per share) to be issued to Quantum, and the assumption of approximately $1.5 billion of outstanding indebtedness at Cogentrix, less approximately $0.7 billion of net present value of expected tax benefits generated directly as a result of the transaction. The consideration payable is also subject to certain customary net working capital, cash, and indebtedness adjustments. The approximately $4.0 billion net purchase price implies a multiple of approximately 7.25x the 2027 expected Adjusted EBITDA contribution and approximately $730/kW for the portfolio.

"The Vistra team is excited to announce the acquisition of the Cogentrix portfolio, marking the second opportunistic expansion of our generation footprint over the past year to support our ability to serve growing customer demand in our key markets," said Vistra President and CEO Jim Burke. "Successfully integrating and operating generation assets is a major undertaking, and our talented team continues to demonstrate that it is a core competency of our company."

Burke continued, "Our diversified fleet, anchored on natural gas and nuclear generation, will play a critical role in the reliability, affordability, and flexibility of U.S. power grids. The addition of this natural gas portfolio is a great way to start another year of growth for Vistra as we've completed, acquired, or developed projects in each of the competitive power regions where we operate. Vistra continues to look for opportunities that allow us to meet the growing demand of customers and meet our disciplined investment thresholds. We look forward to closing the transaction and welcoming new team members to the Vistra family."

"We are pleased to have reached an agreement to sell substantially all of the Cogentrix portfolio to Vistra," said Wil VanLoh, Founder and CEO of Quantum Capital Group. "We are excited to become shareholders of Vistra and have much confidence in Vistra's ability to deliver long-term value through its industry-leading portfolio and operational excellence. Quantum thanks the Cogentrix team for their partnership and looks forward to seeing the business continue to grow as part of Vistra."

Acquisition of Cogentrix Portfolio
Portfolio Overview

Asset	State	ISO	Size (MW)	Technology
Patriot	Pennsylvania	PJM	881	CCGT
Hamilton-Liberty	Pennsylvania	PJM	881	CCGT
Lakewood	New Jersey	PJM	286	CCGT
Rock Springs	Maryland	PJM	740	CT
Ocean	New Jersey	PJM	375	CT
Newington	New Hampshire	ISO-NE	624	CCGT
Bridgeport	Connecticut	ISO-NE	558	CCGT
Tiverton	Rhode Island	ISO-NE	297	CCGT
Rumford	Maine	ISO-NE	271	CCGT
Altura Cogeneration	Texas	ERCOT	583	Cogeneration
Total			5,496

Note: Vistra is acquiring 100% ownership in all the above plants, including the 25% interest in the Patriot and Hamilton-Liberty plants not currently owned by Cogentrix.

Strategic Rationale

• Adds Attractive Portfolio of Modern and Efficient Natural Gas Assets: Cogentrix portfolio is composed of a modern and efficient set of gas assets that adds baseload-weighted capacity, complements Vistra's fleet, and enhances Vistra's efficient generation capabilities. The portfolio has an average heat rate of approximately 7,800 Btu / kWh and features the Patriot and Hamilton-Liberty plants, which are 2016 COD facilities with sub 7,000 Btu / kWh heat rates.
• Expands Integrated Fleet in Key Regions: Acquisition diversifies and expands Vistra's geographic footprint by adding 5,500 MW of net capacity across some of the most attractive and fastest-growing power regions in North America: PJM, ISO New England, and ERCOT. Combined with our current fleet, Vistra's generation portfolio will consist of approximately 50,000 MW of capacity across the US.
• Fully Aligns with Vistra's Disciplined Approach to Capital Allocation: Acquisition expected to deliver immediate benefits to Vistra shareholders, including Ongoing Operations AFCFbG¹ per share accretion in the mid-single digits in 2027 and high single-digit accretion on average over 2027-2029, driven by an attractive cash flow generation profile of the Cogentrix portfolio and expected tax benefits generated directly as a result of the transaction. Vistra expects the transaction to exceed its mid-teens levered return target.
• Maintains Strength and Resilience of Vistra's Balance Sheet: Equity consideration reflects Vistra's commitment to continuing the execution of its disciplined capital allocation plan and to a strong balance sheet, including investment grade credit ratings.

Conditions and Timing
The transaction is subject to certain regulatory approvals, including by the Federal Energy Regulatory Commission, the Department of Justice under the Hart-Scott-Rodino Act, and certain state regulatory approvals, and is expected to close in mid-to-late-2026.

Advisors
Goldman Sachs & Co. LLC. is serving as exclusive financial advisor, and Latham & Watkins LLP, Sidley Austin, LLP, and Cleary Gottlieb Steen & Hamilton LLP are serving as legal advisors, to Vistra.

Evercore is serving as exclusive financial advisor, and King & Spalding LLP is serving as legal advisor, to Cogentrix Energy, a portfolio company of Quantum Capital Group.

About Vistra
Vistra (NYSE: VST) is a leading, Fortune 500 integrated retail electricity and power generation company based in Irving, Texas, that provides essential resources to customers, businesses, and communities from California to Maine. Vistra is a leader in transforming the energy landscape, 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 https://www.vistracorp.com.

1 Ongoing Operations excludes the Asset Closure segment. Ongoing Operations Adjusted EBITDA and Ongoing Operations Adjusted Free Cash Flow before Growth are non-GAAP financial measures. Any reference to "Ongoing Operations Adjusted FCFbG" is a reference to Ongoing Operations Adjusted Free Cash Flow before Growth.

2 Based on Ongoing Operations Adjusted EBITDA and excludes Project Level Financings (i.e. Vistra Zero $697 million TLB and BCOP credit facility loans).

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 Corp. ("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 including financial condition and cash flows, projected synergy, 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, including potential large load center opportunities (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 closing of the Cogentrix acquisition, and to successfully integrate acquired businesses; (iii) actions by credit ratings agencies; (iv) the severity, magnitude and duration of extreme weather events, contingencies and uncertainties relating thereto, most of which are difficult to predict and many of which are beyond our control, and the resulting effects on our results of operations, financial condition and cash flows; 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, 2024 and 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

FAQ

What assets is Vistra (VST) acquiring from Cogentrix and how large is the portfolio?

Vistra is acquiring 10 gas generation facilities totaling approximately 5,496 MW across PJM, ISO‑NE, and ERCOT.

What is the purchase price Vistra (VST) agreed to pay for Cogentrix and the implied $/kW?

The net purchase price is about $4.0 billion, implying roughly $730 per kW.

How will the Cogentrix acquisition affect Vistra (VST) earnings per share in 2027?

Vistra expects mid‑single‑digit Ongoing Operations AFCFbG1 per‑share accretion in 2027.

What financing components make up Vistra's (VST) consideration for Cogentrix?

Consideration includes ~$2.3B cash, ~$0.9B stock (5 million shares at $185), and assumption of ~$1.5B debt, net of ~$0.7B tax benefit NPV.

When is the Cogentrix acquisition expected to close for Vistra (VST)?

Closing is expected in mid‑to‑late‑2026, subject to regulatory approvals.

What regulatory approvals must Vistra (VST) obtain to close the Cogentrix deal?

Approvals required include FERC, the DOJ under HSR, and certain state regulatory approvals.

How does the Cogentrix deal affect Vistra's (VST) capital allocation plans?

Vistra reiterated its long‑term net leverage target <3x, planned $300M annual dividends, and at least $1B share repurchases each year.