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OFFON

VISTRA CORP.

(VST)
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VISTRA CORP. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

10/15/2021 | 04:29pm EST

Item 1.01. Entry into a Material Definitive Agreement.

On October 12, 2021, Vistra Corp., a Delaware corporation (the "Company" or the "Issuer"), entered into a purchase agreement (the "Purchase Agreement") by and between the Company and Goldman Sachs & Co. LLC, as the initial purchaser (the "Initial Purchaser"). The Purchase Agreement provides for the offer and sale (the "Offering") by the Company, and the purchase by the Initial Purchaser, of 1,000,000 shares of the Company's 8.0% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock (the "Series A Preferred Stock").

The Offering closed on October 15, 2021. The sale of the shares of Series A Preferred Stock was not registered under the Securities Act of 1933, as amended (the "Securities Act"), and the shares of Series A Preferred Stock 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 Purchase Agreement contains customary representations, warranties, covenants and agreements by the Company and the Initial Purchaser, including indemnification for certain liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the parties thereunder.

The Company intends to use the net proceeds from the Offering, after deducting the Initial Purchaser's discount and estimated Offering expenses, to repurchase outstanding shares of its common stock. Pending the execution of share repurchases, the Company intends to invest the proceeds from the Offering in cash or cash equivalents and/or invest in short- and long-term marketable securities.

The shares of Series A Preferred Stock were issued pursuant to a certificate of designation (the "Certificate of Designation") filed with the Secretary of State of the State of Delaware on October 14, 2021. The Certificate of Designation classified a total of 1,000,000 shares of the Company's authorized shares of preferred stock as Series A Preferred Stock.

As set forth in the Certificate of Designation, the Series A Preferred Stock will rank, with respect to anticipated semi-annual dividends and distributions upon the liquidation, winding-up or dissolution of the Company: (i) senior to any equity security, including the Company's common stock, other than any equity security referred to in (ii) or (iii); (ii) on a parity with any equity security issued by the Company with terms specifically providing that such equity security ranks on a parity with the Series A Preferred Stock with respect to rights to the payment of dividends and/or distributions upon the liquidation, winding-up and dissolution of the Company's affairs, as applicable; and (iii) junior to any equity security issued by the Company with terms specifically providing that such equity security ranks senior to the Series A Preferred Stock with respect to rights to the payment of dividends and/or distributions upon the liquidation, winding-up and dissolution of the Company's affairs, as applicable. The annual dividend rate on each share of Series A Preferred Stock is 8.0% from October 15, 2021 to, but excluding, October 15, 2026 (the "First Reset Date"). On and after the First Reset Date, the dividend rate on each share of Series A Preferred Stock shall equal the five-year U.S.Treasury rate as of the most recent reset dividend determination date (subject to a floor of 1.07%), plus a spread of 6.93% per annum. The Series A Preferred Stock has a liquidation preference of $1,000 per share, plus accumulated but unpaid dividends. Cumulative cash dividends on the Series A Preferred Stock are payable semi-annually, in arrears, on each April 15 and October 15, commencing on April 15, 2022, when, as and if declared by the Company's Board of Directors.

At any time on or after the First Reset Date, the Company may redeem shares of the Series A Preferred Stock in whole or in part at a redemption price payable in cash of $1,000 per share of Series A Preferred Stock, plus an amount equal to all accumulated and unpaid dividends thereon to, but excluding, the redemption date, whether or not declared. Any such redemption would be effected only out of funds legally available for such purpose and will be subject to compliance with the applicable provisions of the Company's outstanding indebtedness.

Upon the occurrence of a Rating Event (as defined in the Certificate of Designation), the Company may, at its option, redeem the shares of Series A . . .



Item 3.02  Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02.

Item 3.03 Material Modification to Rights of Security Holders.

The information about the Certificate of Designation set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information about the Certificate of Designation set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 5.03.

Item 8.01. Other Events.

On October 12, 2021, the Company issued a press release announcing the pricing of the Series A Preferred Stock to be issued and sold pursuant to the Offering and the adoption of a new $2 billion share repurchase program (the "Program"). A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Program became effective as of October 12, 2021, upon which any previously approved outstanding share repurchase programs and authorized amounts thereunder were terminated. Shares of the Company's common stock may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, pursuant to Rule 10b5-1 plans, or by other means in accordance with federal securities laws. The actual timing, number and value of shares repurchased under the Program will be determined by the Company in its discretion and will depend on a number of factors, including the market price of the Company's common stock, general market and economic conditions, applicable legal requirements, and compliance with the terms of the Company's credit and debt agreements and the Certificate of Designation.

This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities described herein in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

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Item 9.01. Financial Statements and Exhibits.


(d)  Exhibits.



Exhibit
No.         Description

3.1           Series A Certificate of Designation filed with the Secretary of
            State of Delaware on October 14, 2021.

10.1          Purchase Agreement, dated October 12, 2021, by and between the
            Company and Goldman Sachs & Co. LLC.

99.1          Press Release, dated October 12, 2021.

104         Cover Page Interactive Data File (embedded with the Inline XBRL
            document).

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© Edgar Online, source Glimpses

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