---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-002589"
form_type: "8-K"
ticker: "VST"
cik: "0001692819"
company_name: "Vistra Corp."
filed_at: "2026-01-05T23:59:59+00:00"
generated_at: "2026-05-16T11:40:58.620422+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Vistra acquires Cogentrix Energy's 5,500 MW natural gas fleet for ~$4.0B net

## Summary
- Vistra to buy 10 gas plants (5,496 MW) from Quantum Capital Group.
- Net purchase price ~$4.0B: $2.3B cash, 5M shares at $185, plus $1.5B debt assumed, less $0.7B tax benefits.
- Implies 7.25x 2027E EBITDA and ~$730/kW; expected mid-single-digit AFCFbG per share accretion in 2027.
- High single-digit average AFCFbG accretion over 2027-2029; deal expected to exceed mid-teens levered return target.
- Vistra reiterates $300M annual dividends and at least $1B share repurchases; close expected mid-to-late 2026.

## SEC filing metadata
- accession: 0001193125-26-002589
- form_type: 8-K
- ticker: VST
- cik: 0001692819
- company_name: Vistra Corp.
- filed_at: 2026-01-05T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1692819/000119312526002589/0001193125-26-002589-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1692819/000119312526002589/d62722d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-002589
- JSON: https://secwatch.observer/filing/0001193125-26-002589.json
- Plain text: https://secwatch.observer/filing/0001193125-26-002589.txt

## Key facts
- Material Agreements
  Vistra Corp. entered into Agreement and Plan of Merger with Hamilton Holdings II, LLC valued at Approximately $2.3 billion in cash plus 5,000,000 shares of Vistra common stock valued at $185 per s (effective 2025-12-31).
  - Action: entry
  - Agreement: merger
  - Counterparty: Hamilton Holdings II, LLC
  - Value: Approximately $2.3 billion in cash plus 5,000,000 shares of Vistra common stock valued at $185 per s
  - Effective: 2025-12-31
  source text: Concurrently with the execution of the Purchase Agreement, Buyer and TSVME LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”, and, together with the Purchase Agreement, the “Transaction Agreements”, and each a “Transaction Agreement”) with Hamilton Holdings II, LLC, a Delaware limited liability company and indirect subsidiary of the Acquired Company (the “Target Company”), and Seller solely for purposes of Article II of the Merger Agreement and in its capacity as Members’ Representative (as defined in the Merger Agreement).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1692819/000119312526002589/0001193125-26-002589-index.htm
- Material Agreements
  Vistra Corp. entered into Purchase and Sale Agreement with Q-Generation Holdings, LLC valued at Approximately $2.3 billion in cash plus 5,000,000 shares of Vistra common stock valued at $185 per s (effective 2025-12-31).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Q-Generation Holdings, LLC
  - Value: Approximately $2.3 billion in cash plus 5,000,000 shares of Vistra common stock valued at $185 per s
  - Effective: 2025-12-31
  source text: On December 31, 2025, Vistra Operations Company LLC, a Delaware limited liability company (“Buyer”) and an indirect wholly owned subsidiary of Vistra Corp. (“Vistra”), and, for the limited purposes set forth therein, Vistra, entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Q-Generation Holdings, LLC (the “Seller”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1692819/000119312526002589/0001193125-26-002589-index.htm
- Material Agreements
  Vistra Corp. entered into Debt Commitment Letter with Goldman Sachs Bank USA valued at Up to approximately $2.0 billion in senior secured bridge loans under a 364-day senior secured bridg (effective 2025-12-31).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Goldman Sachs Bank USA
  - Value: Up to approximately $2.0 billion in senior secured bridge loans under a 364-day senior secured bridg
  - Effective: 2025-12-31
  source text: In connection with its entry into the Transaction Agreements, Buyer entered into a debt commitment letter, dated December 31, 2025, and related fee letters with Goldman Sachs Bank USA (“GSB”), pursuant to which, and subject to the terms and conditions set forth therein, GSB has committed to provide up to approximately $2.0 billion in an aggregate principal amount of senior secured bridge loans under a 364-day senior secured bridge loan credit facility (the “Acquisition Bridge Facility”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1692819/000119312526002589/0001193125-26-002589-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.