Vistra to acquire Energy Harbor for $3B cash plus 15% stake in Vistra Vision

Vistra Corp.

Cash consideration $3.0B plus 15% equity in Vistra Vision (valued at ~$3.333B for per-share); Vistra will own 85%.
Adds ~4,000 MW nuclear capacity and ~1M retail customers; combined zero-carbon fleet ~7,800 MW with ~5M customers.
Expected at least $125M annual run-rate synergies by year-end 2025 from scale and cost efficiencies.
Share repurchase authorization increased by $1B to ~$1.8B remaining; maintains $300M annual dividend and $1B buybacks.
Closing subject to regulatory approvals (NRC, FERC, HSR), stockholder approval, and divestment of Energy Harbor's fossil assets.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.98

Vistra Corp. entered into Transaction Agreement with Energy Harbor Corp. valued at $3.0 billion cash consideration and $3.333 billion equity consideration (effective 2023-03-06).

Action: entry
Agreement: merger
Counterparty: Energy Harbor Corp.
Value: $3.0 billion cash consideration and $3.333 billion equity consideration
Effective: 2023-03-06

Exact text from the filing

On March 6, 2023, Vistra Operations Company LLC, a Delaware limited liability company (“Parent”) and an indirect wholly owned subsidiary of Vistra Corp., and Black Pen Inc., a Delaware corporation (“Merger Sub”) and an indirect wholly owned subsidiary of Parent, entered into a Transaction Agreement (the “Transaction Agreement”) with Energy Harbor Corp., a Delaware corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into the Company, with the Company (the “Surviving Corporation”) surviving as an indirect wholly owned subsidiary of Parent (the “Merger” and collectively with the other transactions contemplated by the Transaction Agreement, the “Transactions”).

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Vistra Corp. filing history →

Source: SEC EDGAR

accession 0001193125-23-062837

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