Vistra Corp. — fact timeline

Vistra Corp. amended Commodity Linked Credit Agreement with Citibank, N.A. valued at Revolving Credit Commitments increased from $1.350 billion to $1.575 billion (effective 2023-10-04).

“On October 4, 2023, Vistra Operations Company LLC (“Vistra Operations” or the “Borrower”), an indirect, wholly owned subsidiary of Vistra Corp. (the “Company”), entered into an amendment (the “Credit Agreement Amendment”) to that certain credit agreement (as amended, including by the Credit Agreement Amendment, the “Commodity Linked Credit Agreement”), dated as of February 4, 2022, by and among Borrower, Vistra Intermediate Company LLC (“Vistra Intermediate”), Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent” and together with the Administrative Agent, the “Agent”), the financial institutions from time to time party thereto, as lenders (the “Lenders”) and letter of credit issuers, and the other parties party thereto.”

Vistra Corp. incurred senior notes of $1.1 billion aggregate principal amount with Citigroup Global Markets Inc. as representative of the several initial purchasers at 7.750% per annum maturing October 15, 2031.

“of $650 million aggregate principal amount of the Issuer’s 6.950% senior secured notes due 2033 (the “Secured Notes”) in a private offering (the “Secured Offering”) and $1.1 billion aggregate principal amount of the Issuer’s 7.750% senior unsecured notes due 2031 (the “Unsecured Notes” and, together with the Secured Notes, the “Notes”) in a concurrent”

Vistra Corp. incurred senior notes of $650 million aggregate principal amount with Citigroup Global Markets Inc. as representative of the several initial purchasers at 6.950% per annum maturing October 15, 2033.

“that become guarantors from time to time, the “Subsidiary Guarantors”), in connection with the offer and sale by the Issuer, and the purchase by the Initial Purchasers, of $650 million aggregate principal amount of the Issuer’s 6.950% senior secured notes due 2033 (the “Secured Notes”) in a private offering (the “Secured Offering”) and $1.1 billion aggregate”

Vistra Corp. entered into Unsecured Notes Indenture with Wilmington Trust, National Association valued at $1.1 billion aggregate principal amount of the Issuer’s 7.750% senior unsecured notes due 2031 (effective 2023-09-26).

“The Unsecured Notes were issued under an indenture, dated as of September 26, 2023, by and among the Issuer, the Subsidiary Guarantors and the Trustee (the “Unsecured Notes Indenture””

Vistra Corp. entered into Fourteenth Supplemental Indenture with Wilmington Trust, National Association valued at $650 million aggregate principal amount of the Issuer’s 6.950% senior secured notes due 2033 (effective 2023-09-26).

“The Secured Notes were issued under an indenture (the “Base Indenture”), dated as of June 11, 2019, by and between the Issuer and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by that certain Fourteenth Supplemental Indenture, dated as of September 26, 2023, by and among the Issuer, the Subsidiary Guarantors and the Trustee”

Vistra Corp. entered into Purchase Agreements with Citigroup Global Markets Inc., as representative of the several initial purchasers valued at $650 million aggregate principal amount of the Issuer's 6.950% senior secured notes due 2033 and $1. (effective 2023-09-12).

“in connection with the offer and sale by the Issuer, and the purchase by the Initial Purchasers, of $650 million aggregate principal amount of the Issuer’s 6.950% senior secured notes due 2033”

Vistra Corp. reported second quarter 2023 results: net income $476 million. Guidance raised.

“Recorded second quarter 2023 Net Income of $476 million and Net Income from Ongoing Operations 1 of $409 million and achieved Ongoing Operations Adjusted EBITDA 1 of $1,008 million. • Updated guidance based on year-to-date performance and outlook, by narrowing the range and raising the lower end of the originally announced 2023 Ongoing Operations Adjusted EBITDA and Ongoing Operations Adjusted FCFbG guidance ranges.”

Vistra Corp. amended Master Repurchase Agreement with MUFG Bank, Ltd. valued at Amended definition of Pricing Rate to SOFR plus 1.50% (effective 2023-07-11).

“Additionally, on July 11, 2023, TXU Retail, as seller and MUFG, as buyer, entered into an amendment (the “Repurchase Amendment”) to the Master Repurchase Agreement, dated as of October 9, 2020, between TXU Retail and MUFG.”

Vistra Corp. amended Master Framework Agreement with MUFG Bank, Ltd. valued at Extended term to July 11, 2024 (effective 2023-07-11).

“On July 11, 2023, TXU Retail, as seller and seller party agent, Vistra Operations, as guarantor, the originators named therein (collectively with TXU Retail, the “Originators”), and MUFG Bank, Ltd., as buyer (“Buyer”), entered into an amendment (the “Framework Amendment”) to the Master Framework Agreement, dated as of October 9, 2020 (as amended, supplemented or otherwise modified from time to time, the “MFA”), among TXU Retail, the Originators, and Buyer.”

Vistra Corp. amended Receivables Purchase Agreement with Credit Agricole Corporate and Investment Bank valued at Extended term to July 11, 2024; increased aggregate commitment to fixed $750 million purchase limit (effective 2023-07-11).

“On July 11, 2023, TXU Energy Retail Company LLC (“TXU Retail”), TXU Energy Receivables Company LLC (“TXU Receivables”), a wholly owned subsidiary of TXU Retail, and Vistra Operations Company LLC (“Vistra Operations”), each of which are indirect, wholly owned subsidiaries of Vistra Corp., entered into an amendment (the “RPA Amendment”) to the Receivables Purchase Agreement dated as of August 21, 2018 (as amended, supplemented or otherwise modified from time to time, the “RPA”) among TXU Receivables, as seller, TXU Retail, as servicer, Vistra Operations, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator.”

Vistra Corp. entered into Facility Agreement with Palomino Funding Trust I, The Bank of New York Mellon Trust Company, N.A., as senior secured notes trustee valued at $450 million (effective 2023-06-15).

“Vistra Operations and the subsidiary guarantors named therein entered into a facility agreement, dated June 15, 2023 (the “Facility Agreement”), with the Trust and the Bank of New York Mellon Trust Company, N.A., as senior secured notes trustee”

Vistra Corp. reported the quarter ended March 31, 2023 results: net income $698 million. Guidance reaffirmed.

“On May 9, 2023, Vistra Corp. (the “Company”) issued a press release announcing, among other matters, its financial results for the quarter ended March 31, 2023.”

Vistra Corp. shareholders approved Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2023 at the 2023-05-02 meeting.

“Proposal Three - Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2023 . Voting results were as follows: For Against Abstain 345,392,134 6,836,443 78,900 As a result, the Company’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified.”

Vistra Corp. shareholders approved Approval, on an Advisory Basis, of Named Executive Officer Compensation at the 2023-05-02 meeting.

“Proposal Two - Approval, on an Advisory Basis, of Named Executive Officer Compensation . Voting results were as follows: For Against Abstain Broker Nonvotes 274,370,741 52,534,744 1,066,088 24,335,904 As a result, the compensation of the named executive officers was approved on an advisory basis.”

Vistra Corp. shareholders approved Election of Directors at the 2023-05-02 meeting.

“Proposal One - Election of Directors - Voting results for Proposal One were as follows: Scott B. Helm: For Against Abstain Broker Nonvotes 325,285,971 2,523,771 161,831 24,335,904 Hilary E. Ackermann: For Against Abstain Broker Nonvotes 326,736,687 1,100,981 133,905 24,335,904 Arcilia C. Acosta: For Against Abstain Broker Nonvotes 324,641,561 3,185,753 144,259 24,335,904 Gavin R. Baiera: For Against Abstain Broker Nonvotes 318,658,195 9,148,196 165,182 24,335,904 Paul M. Barbas: For Against Abstain Broker Nonvotes 325,815,258 1,998,189 158,126 24,335,904 James A. Burke: For Against Abstain Broker Nonvotes 327,401,752 411,337 158,484 24,335,904 Lisa Crutchfield: For Against Abstain Broker Nonvotes 320,100,449 7,711,413 159,711 24,335,904 Brian K. Ferraioli: For Against Abstain Broker Nonvotes 325,436,011 2,373,577 161,985 24,335,904 Jeff D. Hunter: For Against Abstain Broker Nonvotes 320,086,687 7,725,167 159,719 24,335,904 Julie A. Lagacy: For Against Abstain Broker Nonvotes 322,168,62”

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).

“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”).”

Vistra Corp. reported the year ended December 31, 2022 results: net income $(1,210) million. Guidance reaffirmed.

“On March 1, 2023, Vistra Corp. (the “Company”) issued a press release announcing, among other matters, its financial results for the year ended December 31, 2022.”

Julie Lagacy was elected as Director at Vistra Corp..

“the Board increased the size of the Board from 10 members to 11 members and elected Julie Lagacy to the Board, effective immediately.”

Vistra Corp. reported the quarter ended September 30, 2022 results: net income $678 million. Guidance reaffirmed.

“Recorded third quarter 2022 Net Income of $678 million and Net Income from Ongoing Operations 1 of $667 million.”

Curtis A. Morgan changed role as Chief Executive Officer at Vistra Corp..

“the transition of Curtis A. Morgan from the Company effective as of the Effective Date.”

James A. Burke was appointed as Director at Vistra Corp..

“Mr. Burke’s appointment as director is part of the Company’s previously announced succession plan involving the appointment of Mr. Burke as Chief Executive Officer and director upon the transition of Curtis A. Morgan from the Company effective as of the Effective Date.”

James A. Burke was appointed as Chief Executive Officer at Vistra Corp..

“Mr. Burke’s appointment as director is part of the Company’s previously announced succession plan involving the appointment of Mr. Burke as Chief Executive Officer and director upon the transition of Curtis A. Morgan from the Company effective as of the Effective Date.”

Kristopher E. Moldovan was appointed as Executive Vice President and Chief Financial Officer at Vistra Corp..

“appointed Kristopher E. Moldovan as its next Executive Vice President and Chief Financial Officer effective as of August 1, 2022”

Jim Burke was appointed as Director at Vistra Corp..

“it is anticipated that Mr. Burke will be appointed to the Board to serve the remainder of Mr. Morgan’s term as a director until the Company’s 2023 annual meeting of stockholders.”

Jim Burke was appointed as President and Chief Executive Officer at Vistra Corp..

“On March 19, 2022, the Board appointed Jim Burke to succeed Mr. Morgan as Chief Executive Officer of the Company effective on the Effective Date.”

Curtis A. Morgan changed role as Director at Vistra Corp..

“Mr. Morgan will continue to serve as the Company’s Chief Executive Officer until his departure and will seek re-election to the Company’s Board at the 2022 annual meeting of stockholders and, if elected, will serve in such capacity until his transition from the Company on the Effective Date.”

Curtis A. Morgan changed role as Chief Executive Officer at Vistra Corp..

“On March 19, 2022, Curtis A. Morgan, currently the Chief Executive Officer and a member of the board of directors (the “ Board ”) of Vistra Corp. (the “ Company ”), notified the Company of his intention to transition from the Company effective August 1, 2022 (the “ Effective Date ”).”