| Item 1.01. |
Entry into a Material Definitive Agreement. |
On October 10, 2025, 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 billion aggregate principal amount of the Issuer’s senior secured notes, consisting of $750 million aggregate principal amount of 4.300% senior secured notes due 2028 (the “2028 Notes”), $500 million aggregate principal amount of the Issuer’s 4.600% senior secured notes due 2030 (the “2030 Notes”), and $750 million aggregate principal amount of the Issuer’s 5.250% senior secured notes due 2035 (the “2035 Notes” and, together with the 2028 Notes and the 2030 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-First Supplemental Indenture, dated as of October 10, 2025, by and among the Issuer, the Subsidiary Guarantors and the Trustee (the “Twenty-First 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 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 Issuer’s Credit Agreement (as defined in the Base Indenture), 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 $1.979 billion of net proceeds from the sale of the Secured Notes after deducting fees and expenses, including the Initial Purchasers’ commissions, and adding the Initial Purchasers’ premiums paid (but excluding accrued interest on the Secured Notes). The Company will use the net proceeds of the Offering, together with cash on hand, (i) to support refinancing activities for outstanding indebtedness, (ii) for general corporate purposes, which could include funding a portion of the consideration for the previously announced acquisition by the Company of 100% of the membership interests of certain subsidiaries of Lotus Infrastructure Partners (“Lotus”) and/or (iii) to pay fees and expenses related to the Offering.
Interest on the Secured Notes will accrue from October 10, 2025, at a rate of 4.300% per annum on the 2028 Notes, at a rate of 4.600% per annum on the 2030 Notes, and at a rate of 5.250% per annum on the 2035 Notes. Interest on the Secured Notes will be payable by the Issuer on April 15 and October 15 of each year, commencing on April 15, 2026. The 2028 Notes will mature on October 15, 2028, the 2030 Notes will mature on October 15, 2030, and the 2035 Notes will mature on October 15, 2035.
The Issuer may redeem the Secured Notes, in whole or in part, at any time prior to September 15, 2028 with respect to the 2028 Notes, at any time prior to September 15, 2030 with respect to the 2030 Notes, and at any time prior to July 15, 2035 with respect to the 2035 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 September 15, 2028 with respect to the 2028 Notes, on or after September 15, 2030 with respect to the 2030 Notes, and on or after July 15, 2035 with respect to the 2035 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.
