Vistra Prices Private Offering of $4.0 Billion of Senior Notes

Vistra (NYSE: VST) priced a private offering of $4.0 billion of senior notes across four tranches due 2028, 2031, 2033 and 2036 with coupon rates of 4.550%, 5.000%, 5.250% and 5.550%, respectively.

Rhea-AI Summary

Vistra (NYSE: VST) priced a private offering of $4.0 billion of senior notes across four tranches due 2028, 2031, 2033 and 2036 with coupon rates of 4.550%, 5.000%, 5.250% and 5.550%, respectively.

The notes are senior, unsecured obligations of Vistra Operations Company LLC, guaranteed by certain subsidiaries, sold under Rule 144A and Regulation S, and expected to close on April 22, 2026. Proceeds are intended to repay or redeem existing indebtedness (including 2027 senior notes and/or Term Loan B-3), fund general corporate purposes, and pay offering fees and expenses.

Positive

• $4.0 billion of senior notes secured via private placement
• Proceeds allocated to repay 2027 senior notes and/or Term Loan B-3
• Notes are guaranteed by subsidiaries, matching Credit Agreement guarantors

Negative

• Adds fixed interest obligations of 4.55%–5.55% across maturities
• Notes sold at slight discounts (99.813%–99.990%), lowering net proceeds
• Offering is private under Rule 144A/Reg S, requiring later registration for resale

Argus Apr 9 session

-2.01% close to close Open Argus

Details

News Market Reaction – VST

On Apr 9, the first trading day after this news, VST closed 2.01% below the previous close.

Data tracked by StockTitan Argus for the Apr 9 session.

Key Figures

Total senior notes: $4.0 billion 2028 Notes size: $500.0 million 2031 Notes size: $1.0 billion +5 more

Total senior notes

$4.0 billion

Aggregate principal amount of senior notes in the Offering

2028 Notes size

$500.0 million

Aggregate principal amount of senior notes due 2028

2031 Notes size

$1.0 billion

Aggregate principal amount of senior notes due 2031

2033 Notes size

$1.0 billion

Aggregate principal amount of senior notes due 2033

2036 Notes size

$1.5 billion

Aggregate principal amount of senior notes due 2036

2028 coupon

4.550% per annum

Interest rate on senior notes due 2028

2031 coupon

5.000% per annum

Interest rate on senior notes due 2031

Expected closing date

April 22, 2026

Expected closing of the Offering, subject to conditions

Previous Private placement,offering Reports

5 past events · Latest: Jan 12

Same Type 5 events

1. Jan 12

   Notes pricing

   24h Move

   -0.7%

   Priced $2.25B senior secured notes due 2031 and 2036 for funding needs.

2. Jan 12

   Offering launch

   24h Move

   +3.7%

   Announced private offering of senior secured notes due 2031 and 2036 under Rule 144A.

3. Oct 01

   Notes pricing

   24h Move

   +0.6%

   Priced $2B senior secured notes across 2028, 2030, 2035 for refinancing and deals.

4. Oct 01

   Offering announcement

   24h Move

   +2.9%

   Announced private offering of secured notes for refinancing and Lotus acquisition funding.

5. Nov 19

   Notes pricing

   24h Move

   -0.1%

   Priced $1.25B senior secured notes to support refinancing and Vistra Vision payment.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior notes, Rule 144A, Regulation S, credit agreement, +3 more

7 terms

senior notes financial

"Vistra Corp. announced today the pricing of a private offering ... of senior notes due 2028..."

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

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.

View in glossary

registration statement regulatory

"the Company has agreed to file a registration statement with the Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

exchange offer financial

"with respect to a registered offer to exchange the Notes for new exchange notes"

An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.

guaranteed financial

"The Notes will be fully and unconditionally guaranteed by certain of the Issuer's ... subsidiaries"

A guarantee is a formal promise that a payment or obligation will be met even if the original party cannot fulfill it, often provided by a third party, insurer, or legal contract. For investors it signals lower risk—similar to a co-signer on a loan—because the guarantor should cover missed payments or performance, but the protection only matters as much as the guarantor’s financial strength and the legal enforceability of the promise.

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IRVING, Texas, April 8, 2026 /PRNewswire/ -- Vistra Corp. (NYSE: VST) (the "Company" or "Vistra") announced today the pricing of a private offering (the "Offering") of $500.0 million aggregate principal amount of senior notes due 2028 at a price to the public of 99.900% of their face value (the "2028 Notes"), $1.0 billion aggregate principal amount of senior notes due 2031 at a price to the public of 99.990% of their face value (the "2031 Notes"), $1.0 billion aggregate principal amount of senior notes due 2033 at a price to the public of 99.813% of their face value (the "2033 Notes") and $1.5 billion aggregate principal amount of senior notes due 2036 at a price to the public of 99.823% of their face value (the "2036 Notes" and, together with the 2028 Notes, the 2031 Notes and the 2033 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, unsecured obligations of Vistra Operations Company LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company (the "Issuer"). The 2028 Notes will bear interest at the rate of 4.550% per annum. The 2031 Notes will bear interest at the rate of 5.000% per annum. The 2033 Notes will bear interest at the rate of 5.250% per annum. The 2036 Notes will bear interest at the rate of 5.550% 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 Company intends to use the proceeds from the Offering (i) to repay or redeem existing indebtedness, including the Company's Senior Notes due 2027 and/or Term Loan B-3 Facility, (ii) for general corporate purposes and/or (iii) to pay fees and expenses related to the Offering.

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

The Notes have not been 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. In connection with the Offering, the Company has agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") with respect to a registered offer to exchange the Notes for new exchange notes having substantially similar terms as the Notes, or, in certain circumstances, to register the resale of the Notes.

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 previously announced acquisition by the Company of Cogentrix Energy, 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 SEC 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, 2025 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What senior notes did Vistra (VST) price on April 8, 2026?

Vistra priced a private offering of $4.0 billion of senior notes across four maturities. According to the company, tranches are due 2028, 2031, 2033 and 2036 with stated coupon rates of 4.550%–5.550%.

When will Vistra's (VST) $4.0 billion note offering close and who is the issuer?

The offering is expected to close on April 22, 2026, subject to customary conditions. According to the company, the issuer is Vistra Operations Company LLC, an indirect wholly owned subsidiary.

How does Vistra (VST) intend to use proceeds from the April 2026 note offering?

Proceeds will repay or redeem existing indebtedness, fund general corporate purposes, and cover offering fees. According to the company, repayment may include senior notes due 2027 and/or the Term Loan B-3 facility.

Are Vistra's (VST) new notes secured or guaranteed?

The notes are senior, unsecured obligations of the issuer but are fully and unconditionally guaranteed by certain subsidiaries. According to the company, guarantors match those under its Credit Agreement.

Can investors immediately resell Vistra (VST) April 2026 private notes in the U.S.?

No, the notes were sold under Rule 144A and Regulation S and are not registered for public resale. According to the company, it has agreed to file a registration statement for an exchange offer or resale registration.