Item 1.01. Entry into a Material Definitive Agreement.
On January 22, 2026, Vistra Operations Company LLC (“Vistra Operations” or the “Issuer”), an indirect, wholly owned subsidiary of Vistra Corp., a Delaware corporation (the “Company” or “Vistra”), completed its previously announced private offering (the “Offering”) of $2.250 billion aggregate principal amount of the Issuer’s senior secured notes, consisting of $1.0 billion aggregate principal amount of the Issuer’s 4.700% senior secured notes due 2031 (the “2031 Notes”), and $1.250 billion aggregate principal amount of the Issuer’s 5.350% senior secured notes due 2036 (the “2036 Notes” and, together with the 2031 Notes, the “Secured Notes”). The sale of the Secured Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Secured 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 Secured Notes were issued under an indenture (the “Base Indenture”), dated as of June 11, 2019, by and between the Issuer and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by that certain Twenty-Third Supplemental Indenture, dated as of January 22, 2026, by and among the Issuer, certain direct and indirect subsidiaries of the Issuer that are subsidiary guarantors (collectively, the “Subsidiary Guarantors”) and the Trustee (the “Twenty-Third Supplemental Indenture” and, together with the Base Indenture and such other supplemental indentures entered into from time to time, the “Secured Notes Indenture”). The Secured Notes Indenture provides for the full and unconditional guarantee by the Subsidiary Guarantors, and those subsidiaries of the Issuer that become Subsidiary Guarantors in the future, of the punctual payment of the principal of, premium, if any, interest on and all other amounts due under the Secured Notes and the Secured Notes Indenture. The Secured Notes Indenture further provides that the Secured 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, which consists of a substantial portion of the property, assets and rights owned by the Issuer and the Subsidiary Guarantors, as well as the stock of the Issuer. The collateral securing the Secured 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 Issuer received approximately $2.225 billion of net proceeds from the sale of the Secured Notes after deducting fees and expenses, including the Initial Purchasers’ commissions and original issue discount. The Company will use the net proceeds of the Offering, together with cash on hand, (i) to fund a portion of the consideration for the previously announced acquisition by the Company of Cogentrix Energy, (ii) for general corporate purposes, including to repay existing indebtedness and/or (iii) to pay fees and expenses related to the Offering.
Interest on the Secured Notes will accrue from January 22, 2026, at a rate of 4.700% per annum on the 2031 Notes and at a rate of 5.350% per annum on the 2036 Notes. Interest on the Secured Notes will be payable by the Issuer on January 31 and July 31 of each year, commencing on July 31, 2026. The 2031 Notes will mature on January 31, 2031 and the 2036 Notes will mature on January 31, 2036.
The Issuer may redeem the Secured Notes, in whole or in part, at any time prior to December 31, 2030 with respect to the 2031 Notes, and at any time prior to October 31, 2035 with respect to the 2036 Notes, at a redemption price equal to 100% of the aggregate principal amount of the applicable Secured Notes being redeemed, plus a make-whole premium and accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Issuer may redeem the Secured Notes, in whole or in part, on or after on or after December 31, 2030 with respect to the 2031 Notes and on or after October 31, 2035 with respect to the 2036 Notes, at a price equal to 100% of the aggregate principal amount of the applicable Secured Notes to be redeemed together with accrued and unpaid interest to, but excluding, the applicable redemption date.
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 applicable Secured 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 or any portion of the outstanding Secured Notes at a price in cash equal to 101% of the aggregate principal amount of the Secured 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.
In addition, if, in the reasonable determination of the Issuer, there exists a material risk, due to any series of Secured Notes (considered on a standalone basis or together with other debt) having been issued, as part of an original issuance, to one or more “specified foreign entities,” as defined in Section 7701(a)(51)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), such that the Issuer or any of its affiliates would be unable to utilize or otherwise ineligible to claim any tax credits otherwise allowed under Section 38 of the Code, the Issuer may, but is not required to, repurchase the applicable
