| Item 2.01 |
Completion of Acquisition or Disposition of Assets |
On October 22, 2025, Vistra Operations Company LLC, a Delaware limited liability company (“Buyer”), which is an indirect wholly-owned subsidiary of Vistra Corp., a Delaware corporation (“Vistra”), completed its previously announced transaction pursuant to that certain Purchase and Sale Agreement dated as of May 15, 2025 (the “Purchase Agreement”), by and among Buyer, and NEP Holdco 1, L.L.C., a Delaware limited liability company, NatGas Fund Holdings, L.L.C., a Delaware limited liability company, SEIF III NatGas Holdings, L.L.C., a Delaware limited liability company, and Edgewater Parent, LLC, a Delaware limited liability company (collectively, “Sellers”), pursuant to which Buyer acquired from Sellers one hundred percent (100%) of the membership interests in (i) Geranium Energy Storage I, L.L.C., a Delaware limited liability company; (ii) Geranium Energy Storage II, L.L.C., a Delaware limited liability company; (iii) NatGas California, L.L.C., a Delaware limited liability company; (iv) Carneys Point Energy Storage, L.L.C., a Delaware limited liability company; (v) Logan Energy Storage, L.L.C., a Delaware limited liability company; (vi) SBFH Holdco, L.L.C., a Delaware limited liability company; and (vii) Edgewater Generation Holdings, L.L.C., a Delaware limited liability company (collectively, the “Acquired Companies”) (the transactions contemplated by the Purchase Agreement, the “Transactions”).
The Purchase Price (as defined in the Purchase Agreement) consisted of a base purchase price of $1.9 billion subject to certain customary adjustments, including the Acquired Companies’ working capital, cash, indebtedness, and certain other adjustments, as specified in the Purchase Agreement. Buyer funded the Transactions with a combination of cash and the assumption of the Acquired Companies’ senior secured credit facility, including an existing term loan with approximately $800 million principal outstanding.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy which is incorporated herein by reference to Exhibit 2.1 to Vistra’s Current Report on Form 8-K filed on May 15, 2025. The representations and warranties contained in the Purchase Agreement were made only for the purposes of the Purchase Agreement as of specific dates, are solely for the benefit of the parties thereto, and may have been qualified by certain disclosures between the parties thereto and a contractual standard of materiality different from those generally applicable to investors, among other limitations. The representations and warranties were made for the purposes of allocating contractual risk between the parties to the Purchase Agreement and should not be relied upon as a disclosure of factual information relating to Vistra or its affiliates or any of the parties to the Purchase Agreement. Moreover, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
Item 7.01 – Regulation FD Disclosure
On October 22, 2025, Vistra issued a press release announcing the completion of the Transactions, which is attached as Exhibit 99.1 hereto, and is incorporated into this report by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 – Financial Statements and Exhibits
d) Exhibits.
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| Exhibit
No. |
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Description |
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| 2.1* |
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Purchase and Sale Agreement, dated May 15, 2025, by and among Vistra Operations Company LLC, NEP Holdco 1, L.L.C., NatGas Fund Holdings, L.L.C., SEIF III NatGas Holdings, L.L.C. and Edgewater Parent, L.L.C. (incorporated by reference to Exhibit 2.1 to Vistra’s Current Report on Form 8-K filed on May 15, 2025) |
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| 99.1 |
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Press Release dated October 22, 2025 |
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| 104 |
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
| * |
Certain exhibits, schedules and annexes to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Vistra agrees to furnish supplementally a copy of any omitted exhibits, schedules or annexes to the SEC upon its request. |
