Vistra repurchases ~74% of TRA rights for ~$476M in Series C preferred stock

Vistra Corp.

Repurchased 68% of outstanding TRA rights and agreed to repurchase additional 6% for ~$476M total consideration in Series C 8.875% Preferred Stock.
Series C Preferred Stock has 8.875% dividend rate through Jan 2029, then resets at 5-year Treasury + 5.045% (floor 3.83%).
Amended TRA removed Company's reporting obligations, limited transferability, and modified change-of-control definition.
Series C preferred ranks senior to common, pari passu with existing Series A and B preferred, with $1,000 liquidation preference.
Approximately 74% of TRA rights holders consented to the amendments and the transaction.

item 1.01 item 3.02 item 3.03 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Vistra Corp. entered into a equity purchase with Selling Holders valued at approximately $476 million (effective 2023-12-29).

Action: entry
Agreement: equity purchase
Counterparty: Selling Holders
Value: approximately $476 million
Effective: 2023-12-29

Exact text from the filing

On December 29, 2023, Vistra Corp. (the “Company”) repurchased (the “Repurchase”) approximately 68% and agreed to repurchase (the “Agreed Repurchase) an additional approximately 6% of the outstanding beneficial interests in the rights (the “TRA Rights”) to receive payments under the Tax Receivable Agreement, dated October 3, 2016 (the “TRA”), from a select group of registered holders of the TRA Rights (“Selling Holders”) in exchange for consideration of $1.50 per repurchased TRA Right, totaling an aggregate purchase price for the Repurchase and the Agreed Repurchase of approximately $476 million.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Vistra Corp. amended A&R TRA with holders of approximately 74% of the outstanding TRA Rights (effective 2023-12-29).

Action: amendment
Counterparty: holders of approximately 74% of the outstanding TRA Rights
Effective: 2023-12-29

Exact text from the filing

holders of approximately 74% of the outstanding TRA Rights consented to certain amendments to the TRA which were effected in an Amended and Restated Tax Receivables Agreement (the “A&R TRA”).

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Vistra Corp. filing history →

Source: SEC EDGAR

accession 0001193125-24-002418

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