Vistra Prices Private Offering of $2.250 Billion of Senior Secured Notes

Rhea-AI Summary

Vistra (NYSE: VST) priced a private offering of $2.25 billion of senior secured notes: $1.0 billion due 2031 at 4.700% and $1.25 billion due 2036 at 5.350%, each sold at ~99.95% of par.

The notes are obligations of Vistra Operations Company LLC, fully guaranteed by certain subsidiaries and secured by a first‑priority lien on substantial Issuer assets and equity interests. Collateral will be released if the Issuer’s senior unsecured debt receives investment‑grade ratings from two of three agencies, subject to reversion on downgrade.

Proceeds are intended to fund a portion of the Cogentrix acquisition, for general corporate purposes including debt repayment, and to pay offering fees; closing is expected on January 22, 2026, subject to customary conditions.

Positive

• Proceeds of $2.25 billion available for strategic uses
• Portion of proceeds earmarked to fund Cogentrix acquisition
• Notes carry fixed coupons (4.700% and 5.350%) providing rate certainty

Negative

• $2.25 billion of additional secured debt increases leverage
• Notes secured by a first‑priority lien on a substantial portion of Issuer assets
• Collateral release tied to obtaining two‑agency investment‑grade rating, reversible on downgrade

News Market Reaction – VST

-0.67%

5 alerts

-0.67% News Effect

-$401M Valuation Impact

$59.40B Market Cap

0.4x Rel. Volume

On the day this news was published, VST declined 0.67%, reflecting a mild negative market reaction. Our momentum scanner triggered 5 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $401M from the company's valuation, bringing the market cap to $59.40B at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Total offering size: $2.25 billion 2031 notes size: $1.0 billion 2036 notes size: $1.250 billion +5 more

8 metrics

Total offering size $2.25 billion Aggregate principal amount of senior secured notes

2031 notes size $1.0 billion Senior secured notes due 2031

2036 notes size $1.250 billion Senior secured notes due 2036

2031 price 99.954% Price to public of 2031 notes vs face value

2036 price 99.745% Price to public of 2036 notes vs face value

2031 coupon 4.700% per annum Interest rate on 2031 senior secured notes

2036 coupon 5.350% per annum Interest rate on 2036 senior secured notes

Expected closing date January 22, 2026 Expected closing of the private offering

Market Reality Check

Price: $175.36 Vol: Volume 7,138,366 is 1.33x...

normal vol

$175.36 Last Close

Volume Volume 7,138,366 is 1.33x the 20-day average of 5,359,789 shares. normal

Technical Price 172.58 is trading slightly below the 200-day MA at 175.05.

Peers on Argus

VST gained 3.73% pre-news while peers were mixed: NRG +1.59%, TLN +0.87%, NGG ro...

VST gained 3.73% pre-news while peers were mixed: NRG +1.59%, TLN +0.87%, NGG roughly flat, TAC -1.38%, PAM -0.19%, pointing to a stock-specific move.

Historical Context

5 past events · Latest: Jan 09 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 09	Long-term PPA	Positive	+10.5%	20-year Meta PPA for 2,609 MW zero-carbon nuclear output.
Jan 05	Major acquisition	Positive	-1.4%	Announced $4.0B Cogentrix gas portfolio acquisition totaling 5,496 MW.
Nov 07	CSR initiative	Positive	+3.5%	Expanded Winter Warmth program and Energy Aid support in Texas.
Nov 06	Earnings and guidance	Positive	-2.5%	Strong Q3 results, higher 2025–2026 guidance and added buybacks.
Oct 30	Dividend update	Positive	-0.7%	Increased common dividend and declared preferred stock payouts.

Pattern Detected

Recent positive strategic and earnings news has produced mixed reactions, with large strategic wins sometimes followed by modest pullbacks despite seemingly favorable fundamentals.

Recent Company History

Over the last few months, Vistra has reported several major developments. A Jan 9, 2026 20‑year nuclear PPA with Meta (2,609 MW) saw shares rise 10.47%. The Jan 5, 2026 Cogentrix acquisition (~$4.0B for 5,496 MW) drew a -1.39% move. Earlier, Q3 2025-11-06 earnings showed strong EBITDA and raised guidance but the stock fell 2.52%. Dividend increases and charitable/CSR announcements generated smaller price moves. Today’s funding deal for Cogentrix fits into this expansion and capital allocation storyline.

Market Pulse Summary

This announcement details a private placement of $2.25 billion in senior secured notes, split betwee...

Analysis

This announcement details a private placement of $2.25 billion in senior secured notes, split between 2031 and 2036 maturities, to help fund the Cogentrix acquisition and for general corporate purposes. It follows similar secured offerings used for refinancing and prior deals. Investors may track how this incremental debt fits with Vistra’s broader capital structure, the Cogentrix integration, and previously disclosed growth and cash flow guidance to assess balance-sheet flexibility over time.

Key Terms

senior secured notes, Rule 144A, Regulation S, credit agreement, +2 more

6 terms

senior secured notes financial

"Vistra Corp. announced today the pricing of a private offering ... of senior secured notes"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

Rule 144A regulatory

"to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"and to certain non-U.S. persons in accordance with Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

credit agreement financial

"that also guarantee the Issuer's Credit Agreement, dated as of October 3, 2016"

A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.

first-priority security interest financial

"The Notes will be secured by a first-priority security interest in the same collateral"

A first-priority security interest is a lender’s legal claim that is at the front of the line to be paid from specific collateral if a borrower defaults or goes bankrupt. Investors care because holding first priority means a higher chance of recovering money compared with lower-ranked creditors, similar to having the first ticket in a queue: you get served before others and face less risk of loss if the asset’s value is limited.

investment grade rating financial

"released if the Issuer's senior, unsecured long-term debt securities obtain an investment grade rating"

An investment grade rating is a score assigned by a credit-rating agency indicating that a bond issuer or debt is considered reasonably safe and likely to repay its obligations. Investors treat it like a safety label—similar to a product receiving a good quality seal—because higher ratings mean lower risk of default, usually lower borrowing costs for the issuer, and greater appeal to conservative investors and large funds.

AI-generated analysis. Not financial advice.

IRVING, Texas, Jan. 12, 2026 /PRNewswire/ -- Vistra Corp. (NYSE: VST) (the "Company" or "Vistra") announced today the pricing of a private offering (the "Offering") of $2.25 billion aggregate principal amount of senior secured notes, consisting of $1.0 billion aggregate principal amount of senior secured notes due 2031 at a price to the public of 99.954% of their face value (the "2031 Notes") and $1.250 billion aggregate principal amount of senior secured notes due 2036 at a price to the public of 99.745% of their face value (the "2036 Notes" and, together with the 2031 Notes, the "Notes")  to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes will be senior, secured obligations of Vistra Operations Company LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company (the "Issuer"). The 2031 Secured Notes will bear interest at the rate of 4.700% per annum and the 2036 Secured Notes will bear interest at the rate of 5.350% per annum. The Notes will be fully and unconditionally guaranteed by certain of the Issuer's current and future subsidiaries that also guarantee the Issuer's Credit Agreement, dated as of October 3, 2016 (as amended, the "Credit Agreement"), by and among the Issuer, as borrower, Vistra Intermediate Company LLC, the guarantors party thereto, Citibank, N.A., as administrative and collateral agent, various lenders and letter of credit issuers party thereto, and the other parties named therein. The Notes will be secured by a first-priority security interest in the same collateral that is pledged for the benefit of the lenders under the Credit Agreement and certain other agreements, which consists of a substantial portion of the property, assets and rights owned by the Issuer and the subsidiary guarantors as well as the equity interest of the Issuer. The collateral securing the Notes will be released if the Issuer's senior, unsecured long-term debt securities obtain an investment grade rating from two out of the three rating agencies, subject to reversion if such rating agencies withdraw the investment grade rating of the Issuer's senior, unsecured long-term debt securities or downgrade such rating below investment grade.

The Company intends to use the proceeds from the Offering (i) to fund a portion of the consideration for the previously announced acquisition by the Company of Cogentrix Energy (the "Cogentrix Transaction"), (ii) for general corporate purposes, including to repay existing indebtedness and/or (iii) to pay fees and expenses related to the Offering.

The Offering is expected to close on January 22, 2026, subject to customary closing conditions.

The Notes will not be registered under the Securities Act or the securities laws of any state or other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

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 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, 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 transactions with large load facilities at our nuclear and natural gas plants (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 Transaction, 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 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.

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SOURCE Vistra Corp

FAQ

What did Vistra (VST) announce on January 13, 2026 about a debt offering?

Vistra priced a private offering of $2.25 billion of senior secured notes: $1.0B due 2031 and $1.25B due 2036.

How will Vistra use proceeds from the $2.25 billion bond offering (VST)?

Proceeds are planned to fund part of the Cogentrix acquisition, for general corporate purposes including repaying debt, and to pay fees and expenses.

When is the Vistra (VST) notes offering expected to close and who issues the notes?

The offering is expected to close on January 22, 2026, and the notes are obligations of Vistra Operations Company LLC.

What are the interest rates and maturities for Vistra's new secured notes (VST)?

The 2031 notes pay 4.700% and the 2036 notes pay 5.350% per annum.

Are Vistra's (VST) new notes secured and what triggers collateral release?

Yes, the notes are secured by a first‑priority lien on substantial Issuer assets; collateral is released if Issuer senior unsecured debt attains investment‑grade from two of three rating agencies, subject to reversion on downgrade.