Enterprising Investor
4 weeks ago
Vistra to Acquire Equity Interests of Vistra Vision LLC from Minority Investors (9/18/24)
Vistra to become the sole owner of Vistra Vision
Highlights
- Transaction, consisting of the acquisition of the entire 15% equity interest in Vistra Vision currently owned by affiliates of Nuveen and Avenue, is expected to close on Dec. 31, 2024.
- Net present value cash purchase price, which will be paid in installments over two years from the closing date, of $3.085 billion(1), subject to adjustment based on the amount of Vistra Vision dividends received by the minority investors prior to closing.
- Increases upside related to nuclear, solar, and battery assets, as well as its retail business currently majority owned and operated by Vistra.
- Transaction is expected to significantly exceed the company's mid-teens levered return thresholds and is forecasted to be immediately accretive to shareholders.
- Vistra remains committed to its long-term net leverage target of less than 3x(2) and continues to expect to execute at least $2.25 billion of share repurchases in 2024 and 2025, and at least $1 billion of additional share repurchases in 2026(3).
IRVING, Texas, Sept. 18, 2024 /PRNewswire/ -- Vistra Corp. (NYSE: VST) today announced that it has executed definitive agreements with affiliates of Nuveen Asset Management, LLC, and Avenue Capital Management II, L.P., to acquire their combined 15% equity interest in Vistra Vision LLC. This will result in Vistra being the sole owner of its Vistra Vision subsidiary, which includes its zero-carbon nuclear, energy storage, and solar generation assets, as well as its retail business.
Vistra President and CEO Jim Burke stated, "This is another key milestone in the evolution of our company. Through this transaction we are simplifying the overall structure by acquiring the minority interest at an attractive valuation and increasing our shareholder's ownership to 100% of highly valuable, carbon-free assets in the key growing markets across the U.S."
Burke concluded, "Vistra believes its strength is its integrated model of pairing a large fleet of dispatchable generation assets with best-in-class retail and commercial operations, ensuring customers are served in a reliable, affordable, and sustainable manner. Vistra continues to be well-positioned to assist with the growing power needs across our country."
Transaction Structure
Vistra will acquire the 15% equity interest collectively owned by Nuveen and Avenue for an undiscounted purchase price of $3.248 billion in cash, which it expects to pay in five installments of $1.18 billion on Dec. 31, 2024, $114 million on June 30, 2025, $1.0 billion on Dec. 31, 2025, $54 million on June 30, 2026, and $900 million on Dec. 31, 2026. The net present value of the purchase price as of Dec. 31, 2024, discounted at a 6% interest rate, is $3.085 billion.
Additionally, if Nuveen and Avenue receive less than $165 million in dividends from Vistra Vision for the remainder of 2024, then the amount of the installment payable on Dec. 31, 2024, will be adjusted upward by the difference, and if they receive dividends in excess of $165 million, then the amount will be adjusted downward by the difference.
Vistra's Capital Allocation Plan Unchanged
The agreement does not impact or change Vistra's capital allocation priorities. Vistra remains committed to its long-term net leverage target of less than 3x2. Vistra also continues to expect to execute at least $2.25 billion of share repurchases in 2024 and 2025 and at least $1 billion in 20263, as well as pay $300 million in aggregate common dividends in each year 2024-20263.
Conditions and Timing
The transaction, which is not subject to any regulatory approvals, is expected to close on Dec. 31, 2024.
Advisors
Citi is serving as financial advisor, and Latham & Watkins LLP and Sidley Austin LLP are serving as legal advisors to Vistra.
Evercore and PJT Partners are serving as financial advisors and Kramer Levin Naftalis & Frankel LLP is serving as legal advisor to Nuveen and Avenue.
About Vistra Vision LLC
Assets owned by Vistra Vision LLC consist of the Beaver Valley, Comanche Peak, Davis-Besse, and Perry nuclear generation facilities with total capacity of approximately 6.4 GW, the Vistra Zero renewables and energy storage business, and Vistra's retail business. As of June 30, 2024, total debt outstanding and cash on hand at Vistra Vision LLC were approximately $3.55 billion and $375 million, respectively.
About Vistra
Vistra (NYSE: VST) is a leading Fortune 500 integrated retail electricity and power generation company that provides essential resources to customers, businesses, and communities from California to Maine, including the key markets of ERCOT, PJM and ISO New England. Based in Irving, Texas, Vistra is a leader in the energy transformation with an unyielding focus on reliability, affordability, and sustainability. The company safely operates a reliable, efficient, power generation fleet of natural gas, nuclear, coal, solar, and battery energy storage facilities while taking an innovative, customer-centric approach to its retail business. Learn more at https://www.vistracorp.com.
(1) Calculated as of Dec. 31, 2024, utilizing a 6% discount rate.
(2) Excluding any non-recourse debt at Vistra Zero and any benefit from margin deposits.
(3) Subject to board authorization.
https://www.prnewswire.com/news-releases/vistra-to-acquire-equity-interests-of-vistra-vision-llc-from-minority-investors-302252376.html
Enterprising Investor
2 years ago
Vistra to Create "Vistra Vision," a Leading Zero-Carbon Generation and Retail Platform, Through the Acquisition of Energy Harbor (3/06/23)
Vistra Board increases aggregate share repurchase authorization by $1 billion; remaining ~$1.8 billion authorization expected to be completed by year-end 2024
Highlights
- Transaction will combine Energy Harbor's nuclear and retail businesses with Vistra's nuclear and retail businesses and Vistra Zero renewables and storage projects under a newly formed subsidiary holding company, referred to generally as "Vistra Vision."
- Accelerates the growth of Vistra's zero-carbon operations, adding ~4,000 megawatts (MW) of nuclear capacity and ~1 million retail customers.
- In total, Vistra Vision will be a large-scale ~7,800 MW zero-carbon generation business with ~5 million retail customers across the United States, and it will also have access to a growth pipeline of ~1,100 MW of additional renewables projects.
- Consideration to Energy Harbor for this combination includes $3 billion cash and a 15% ownership interest in Vistra Vision; in addition, Vistra Vision will assume ~$430 million of net debt from Energy Harbor. Most Energy Harbor shareholders will receive cash at closing, and the two largest shareholders, Avenue Capital Group and Nuveen, will receive a combination of cash and the 15% ownership interest.
- Transaction is expected to generate at least $125 million in annual run-rate synergies by year-end 2025 from increased scale, optimized operations, and cost structure efficiencies.
- Vistra will own 85% of Vistra Vision as well as 100% of the entities holding its remaining conventional generation assets, referred to generally as "Vistra Tradition."
- Vistra does not expect any significant changes to its capital allocation plan, including its long-term net leverage target of less than 3x (excluding any non-recourse financing at Vistra Vision), and the expected return of capital to its shareholders by way of the expected $300 million in annual dividends and at least $1 billion of share repurchases each year.
- Vistra to host a conference call today, March 6, 2023, at 9:00 a.m. Eastern.
IRVING, Texas, March 6, 2023 /PRNewswire/ -- Today, Vistra Corp. (NYSE: VST) announced that it has executed a definitive agreement with Energy Harbor Corp., pursuant to which Energy Harbor will merge with and into a newly-formed subsidiary of Vistra. The transaction will combine Energy Harbor's nuclear and retail businesses with Vistra's nuclear and retail businesses and Vistra Zero renewables and storage projects under a newly-formed subsidiary holding company, referred to generally as "Vistra Vision." This combination creates a leading integrated retail electricity and zero-carbon generation company with the second-largest competitive nuclear fleet in the country, along with a growing renewables and energy storage portfolio. The agreement has been approved by both companies' boards of directors. Sufficient stockholder approval for the transaction has been committed through support agreements signed by a majority of the Energy Harbor stockholders.
Vistra President and CEO Jim Burke stated, "We are excited to announce this unique combination and the many benefits it brings to our key stakeholders – customers, employees, communities, and shareholders. Vistra has been focused on responsibly transitioning our power generation profile, and though we've made significant progress over the past several years, there are few opportunities to grow a reliable and dispatchable zero-carbon generation portfolio at scale this quickly. As our country navigates a massive energy transition to cleaner sources of electricity, nuclear energy provides the unique capability of being both carbon-free and a dependable, always-on source of reliable power. With the enactment of the zero-emission nuclear production tax credit (I.R.C. Sec. 45U), nuclear power generation now has down-side protection against lower power prices, resulting in tremendous upside opportunity compared to other generation with similar attributes."
Burke continued, "This transaction provides the first opportunity to unlock the value of our Vistra Zero portfolio, and we've structured it in a way that aligns squarely with our capital allocation plan so that we can continue our share repurchase program and dividend payments as we originally announced in November 2021. Importantly, Vistra will continue its focus on an integrated model, ensuring customers are served in a reliable, affordable, and sustainable manner. We have a tremendous business platform with Vistra Vision and a portfolio of efficient, reliable, dispatchable generation assets with Vistra Tradition. We operate assets that are well run, meet the customers' needs, and are supported by strong risk management and commercial capabilities. Vistra is well-positioned to lead in the competitive electric sector."
"As an active investor committed to the global energy transition, we believe Vistra has designed an attractive investment and structure that will create value for all stakeholders while continuing to advance zero-carbon solutions," said John Miller, head of municipals at Nuveen. "This new platform will be a meaningful force for decarbonization in the energy industry, and we look forward to being part of it."
"We are proud of Avenue's four-year partnership with the Energy Harbor team and look forward to our unique investment in Vistra Vision, which combines a growing set of nuclear, solar, and storage assets with an innovative retail business essential for the energy transition," shared Avenue Capital Group's Senior Portfolio Manager Matt Kimble.
Burke concluded, "We look forward to welcoming the Energy Harbor generation and retail teams in Ohio and Pennsylvania to Vistra. We focus on being a preferred place to work and a core member of the communities where our plants, retail offices, and customers are located, which will soon include Akron among other locations in Ohio and Pennsylvania. Our purpose at Vistra, 'Lighting up lives, powering a better way forward,' will be greatly reinforced with this exciting opportunity. I want to thank Energy Harbor for their confidence in our team at Vistra."
Transaction Structure
Vistra will form a new subsidiary holding company, referred to generally as Vistra Vision, which will own all of Vistra's nuclear and retail businesses, as well as Vistra Zero assets. At closing of the transaction, Energy Harbor will merge with and into a subsidiary of Vistra, thereby becoming a wholly owned subsidiary of Vistra Vision. Total compensation will consist of $3 billion cash and a 15% equity interest in Vistra Vision. Most Energy Harbor shareholders will receive cash at closing, and the two largest shareholders, Avenue Capital Group and Nuveen, will receive a combination of cash and the 15% ownership interest. In addition, Vistra Vision will assume ~$430 million of net debt from Energy Harbor in the transaction. Vistra will continue to own 85% of Vistra Vision, as well as 100% of Vistra Tradition, Vistra's highly efficient gas and coal generation fleet. Vistra intends to finance the majority of the $3 billion of cash consideration through debt financing at Vistra Operations, with all or a portion of the debt expected to be invested in Vistra Vision via an inter-company loan. At closing, it is expected that the net debt of Vistra Vision will be ~$3.430 billion.
Vistra has committed financing sufficient to fund the cash consideration and plans to execute long-term financings prior to the closing of the transaction.
Vistra will not acquire Energy Harbor's legacy conventional generation fleet. Energy Harbor has previously signed definitive agreements to sell these assets to third parties.
Projected Strategic and Financial Benefits
Vistra Vision will be a premier zero-carbon generation and retail growth company. With a continuing safety-first culture, it will operate the second-largest competitive nuclear fleet in the country with four nuclear plants totaling more than 6,400 MW across ERCOT and PJM. This fleet provides critical, zero-carbon baseload generation that produces enough electricity to power 3.2 million U.S. homes. Vistra Vision will also own a portfolio of ~340 MW of operating solar assets and ~1,020 MW of operating storage assets, including 350 MW of storage through the Phase 3 expansion of its Moss Landing Energy Storage Facility, expected online mid-2023. The operating portfolio is expected to grow through time, including through an identified development pipeline of ~1,100 MW of renewables and storage assets; this growth is expected to be primarily funded by non-recourse financing and free cash flow generated by the Vistra Zero assets.
Additionally, Vistra Vision will operate one of the largest retail businesses in the country with ~5 million customers across 18 states. Through Vistra Vision and Vistra Tradition, Vistra will continue to operate as a fully integrated power company, leveraging commercial acumen and back office and fleet support.
Vistra Vision and Vistra Tradition will each produce significant Adjusted EBITDA and Adjusted FCFbG for Vistra shareholders. Vistra Vision's earnings power and free cash flows are expected to benefit from significant downside protection through the nuclear production tax credit, for which all four of the nuclear assets it will own following this transaction are eligible through at least 2032. Throughout the past several months, Vistra has performed detailed diligence of the Energy Harbor assets, including site visits and extensive third-party operational analysis. Vistra has also identified a significant amount of synergy opportunities through scale efficiencies by combining the businesses. Specifically, Vistra expects the combination to result in at least $125 million of run-rate annual synergies by year-end 2025 from optimized operations and cost structure efficiencies.
Vistra's Continuing Capital Allocation Plan
As of Feb. 23, 2023, Vistra had ~$800 million remaining under its $3.25 billion share repurchase authorization. On March 5, 2023, Vistra's board authorized an additional $1 billion of share repurchases, effective immediately. Vistra expects to complete the upsized ~$1.8 billion authorization by year-end 2024. In addition, Vistra continues to expect to repurchase $1 billion of stock each year 2025-2026, as well as pay $300 million in aggregate dividends in each year 2023-2026 (subject to board approval), in line with its original capital allocation plan announced in November 2021.
Management and Headquarters
Following the close of the transaction, the combined company will be led by Jim Burke, Vistra's president and CEO, and will continue to trade on the NYSE under ticker VST. The Energy Harbor senior leadership is expected to remain with that company through at least the closing of the transaction. The combined company will be headquartered in Irving, Texas, with retail offices in Texas, Ohio, Pennsylvania, and Illinois.
Conditions and Timing
The companies anticipate closing the transaction in the second half of 2023. The transaction is subject to certain regulatory approvals, including by the Nuclear Regulatory Commission, the Federal Energy Regulatory Commission, and the Department of Justice under the Hart-Scott-Rodino Act.
Advisors
Citi is serving as exclusive financial advisor, and Latham & Watkins LLP and Balch & Bingham LLP are serving as legal advisors to Vistra.
Goldman Sachs & Co. LLC and RBC Capital Markets, LLC are serving as financial advisors, Dechert LLP is serving as corporate legal counsel, and Morgan, Lewis & Bockius LLP is serving as regulatory counsel to Energy Harbor.
Webcast
Vistra will host a webcast today, March 6, 2023, beginning at 9:00 a.m. ET (8:00 a.m. CT) to discuss this transaction. The live webcast and the accompanying slides that will be discussed on the call can be accessed via Vistra's website at www.vistracorp.com under "Investor Relations" and then "Events & Presentations." Participants can also listen by phone by registering here prior to the start time of the call to receive a conference call dial-in number. A replay of the webcast will be available on Vistra's website for one year following the live event.
About Non-GAAP Financial Measures and Items Affecting Comparability
"Adjusted EBITDA" (EBITDA as adjusted for unrealized gains or losses from hedging activities, tax receivable agreement impacts, reorganization items, and certain other items described from time to time in Vistra's earnings releases), "Adjusted Free Cash Flow before Growth" (or "Adjusted FCFbG") (cash from operating activities excluding changes in margin deposits and working capital and adjusted for capital expenditures (including capital expenditures for growth investments), other net investment activities, and other items described from time to time in Vistra's earnings releases), "Ongoing Operations Adjusted EBITDA" (adjusted EBITDA less adjusted EBITDA from Asset Closure segment), "Net Income (Loss) from Ongoing Operations" (net income less net income from Asset Closure segment), and "Ongoing Operations Adjusted Free Cash Flow before Growth" or "Ongoing Operations Adjusted FCFbG" (adjusted free cash flow before growth less cash flow from operating activities from Asset Closure segment before growth) are "non-GAAP financial measures." A non-GAAP financial measure is a numerical measure of financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in Vistra's consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows. Non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. Vistra's non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.
Vistra uses Adjusted EBITDA as a measure of performance and believes that analysis of its business by external users is enhanced by visibility to both Net Income prepared in accordance with GAAP and Adjusted EBITDA. Vistra uses Adjusted Free Cash Flow before Growth as a measure of liquidity and believes that analysis of its ability to service its cash obligations is supported by disclosure of both cash provided by (used in) operating activities prepared in accordance with GAAP as well as Adjusted Free Cash Flow before Growth. Vistra uses Ongoing Operations Adjusted EBITDA as a measure of performance and Ongoing Operations Adjusted Free Cash Flow before Growth as a measure of liquidity, and Vistra's management and board of directors have found it informative to view the Asset Closure segment as separate and distinct from Vistra's ongoing operations. Vistra uses Net Income (Loss) from Ongoing Operations as a non-GAAP measure that is most comparable to the GAAP measure Net Income in order to illustrate the company's Net Income excluding the effects of the Asset Closure segment, as well as a measure to compare to Ongoing Operations Adjusted EBITDA. The schedules attached to this earnings release reconcile the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.
About Vistra
Vistra (NYSE: VST) is a leading Fortune 500 integrated retail electricity and power generation company based in Irving, Texas, providing essential resources for customers, commerce, and communities. Vistra combines an innovative, customer-centric approach to retail with safe, reliable, diverse, and efficient power generation. The company brings its products and services to market in 20 states and the District of Columbia, including six of the seven competitive wholesale markets in the U.S. Serving approximately 4 million residential, commercial, and industrial retail customers with electricity and natural gas, Vistra is one of the largest competitive electricity providers in the country and offers over 50 renewable energy plans. The company is also the largest competitive power generator in the U.S. with a capacity of approximately 37,000 megawatts powered by a diverse portfolio, including natural gas, nuclear, solar, and battery energy storage facilities. In addition, Vistra is a large purchaser of wind power. The company owns and operates the 400-MW/1,600-MWh battery energy storage system in Moss Landing, California, the largest of its kind in the world. Vistra is guided by four core principles: we do business the right way, we work as a team, we compete to win, and we care about our stakeholders, including our customers, our communities where we work and live, our employees, and our investors. Learn more about our environmental, social, and governance efforts and read the company's sustainability report at https://www.vistracorp.com/sustainability/.
About Energy Harbor
Energy Harbor is a highly reliable provider of carbon free baseload electricity committed to Environmental, Social and Governance (ESG) principles critical to meeting the nation's emissions goals and accelerating the country's clean energy transition. Our success is driven by our unwavering employee commitment to safe, reliable operations, financial stability and best in class service to meet the energy and sustainability needs of our customers.
For more information on Energy Harbor visit www.energyharbor.com
https://www.prnewswire.com/news-releases/vistra-to-create-vistra-vision-a-leading-zero-carbon-generation-and-retail-platform-through-the-acquisition-of-energy-harbor-301763264.html
JMC$
5 years ago
Vistra Energy Announces Agreement to Acquire Ambit Energy, Enhancing Vistra's Position as the Leading Residential Retail Electric Provider in
https://www.otcmarkets.com/stock/VST/news/story?e&id=1419854
https://s21.q4cdn.com/410616722/files/doc_presentations/2019/08/FINAL_Presentation-VST-Ambit-Acquisition.pdf
https://investor.vistraenergy.com/investor-relations/news/press-release-details/2019/Vistra-Energy-Announces-Agreement-to-Acquire-Ambit-Energy-Enhancing-Vistras-Position-as-the-Leading-Residential-Retail-Electric-Provider-in-Texas/
NEWS
Vistra Energy Announces Agreement to Acquire Ambit Energy, Enhancing Vistra's Position as the Leading Residential Retail Electric Provider in Texas
IRVING, Texas, Aug. 20, 2019 /PRNewswire/ -- Today, Vistra Energy (NYSE: VST) announced it has entered into an agreement to acquire Ambit Energy for $475 million plus net working capital in an all-cash transaction. Following the closing of the transaction, Vistra's share of the ERCOT residential market will grow from approximately 25 percent to approximately 32 percent and an industry-leading 26 percent in all U.S. competitive markets.
https://mma.prnewswire.com/media/530816/Vistra_Energy_Logo.jpg
“Ambit is a very attractive standalone retail company and a great match for Vistra's retail business, given its leading direct selling capability and its proprietary technology platform. Importantly, Ambit's retail load is nearly two-thirds in the ERCOT market, followed by PJM and the northeast, and this load is 90 percent comprised of residential and small business customers," said Curt Morgan, Vistra's president and chief executive officer. "This acquisition offers significant benefits including consequential synergies and a material enhancement of Vistra's generation to retail load match, with total customers reaching nearly 5 million, and our expected returns from the transaction representing a superior use of capital. Given the attractive EBITDA to free cash flow conversion profile of the business, we expect the transaction to have a minimal impact on Vistra's credit metrics and our capital allocation plan moving forward.”
Ambit is headquartered in Dallas, Texas and serves approximately 1.1 million residential customer equivalents in 17 states. The North Texas overlap of administrative functions will uniquely position Vistra to capture synergies and enable the teams to quickly integrate operations. Vistra expects the Ambit business will contribute approximately $125 million to adjusted EBITDA after the full run-rate of approximately $25 million of anticipated annual synergies is achieved.
Transaction Highlights
Expected annual adjusted EBITDA contribution of approximately $125 million after the full run-rate of synergies is achieved, representing an acquisition multiple of approximately 3.8 times enterprise value to adjusted EBITDA
Acquisition economics materially exceed Vistra's investment threshold of mid-to-high teens unlevered returns; achieved only through the expertise and scale of the Vistra wholesale and retail businesses
Transaction expected to be immediately accretive to adjusted EBITDA and adjusted FCFbG per share in the range of 2-3 percent
Increases Vistra's match of its generation to retail load profile to approximately 58 percent – over a 20 percent increase since the Dynegy acquisition; 63 percent match in ERCOT with 75 percent at peak, further enhancing Vistra's integrated value proposition
Essentially leverage-neutral acquisition that strengthens Vistra's retail position in the core ERCOT and PJM markets
Estimated conversion of adjusted EBITDA to adjusted FCFbG of more than 90 percent
Ambit is the largest energy-focused direct seller in the United States, providing a new complementary sales channel for Vistra
Includes acquisition of Ambit's sophisticated, custom-built technology platform, and impressive network of consultants
Transaction and Approvals
In addition to satisfying the closing conditions and consents customary for a transaction of this nature, the transaction is also subject to applicable regulatory approvals, including the expiration or termination of any applicable waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act, and approval by the Federal Energy Regulatory Commission (FERC).
Pending the receipt of all necessary approvals and the fulfillment of all other customary closing conditions, the parties expect the transaction to close by year end 2019.
Additional Information
Vistra has posted a presentation with additional details of the transaction on the investor relations section of its website atwww.vistraenergy.com.
Advisors
Scotiabank is serving as financial advisor and Munsch Hardt Kopf & Harr PC is serving as legal advisor to Ambit.
Latham & Watkins LLP is serving as legal advisor to Vistra.
Media
Meranda Cohn
214-875-8004
Media.Relations@vistraenergy.com
Analysts
Molly Sorg
214-812-0046
Investor@vistraenergy.com
About Vistra Energy
Vistra Energy Corp (NYSE: VST) is a premier, integrated energy company based in Irving, Texas, combining an innovative, customer-centric approach to retail with a focus on safe, reliable, and efficient power generation. Through its retail and generation businesses, Vistra operates in 20 states and the District of Columbia, and six of the seven competitive markets in the U.S., with about 5,400 employees. Vistra is one of the largest competitive residential electricity providers in the country, and its retail brands serve approximately 3.7 million residential, commercial, and industrial customers with electricity and gas. The company's generation fleet totals approximately 41,000 megawatts of highly efficient generation capacity, with a diverse portfolio of natural gas, nuclear, coal, solar, and battery storage facilities. The company is currently developing the largest battery energy storage system of its kind in the world – a 300-MW/1,200-MWh system in Moss Landing, California.
Cautionary Note Regarding Forward-Looking Statements
The information presented herein includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Vistra Energy Corp. ("Vistra Energy") operates and beliefs of and assumptions made by Vistra Energy's management, involve risks and uncertainties, which are difficult to predict and are not guarantees of future performance, that could significantly affect the financial results of Vistra Energy. All statements, other than statements of historical facts, that are presented herein, or in response to questions or otherwise, that address activities, events or developments that may occur in the future, including such matters as activities related to our financial or operational projections, projected synergy, value lever and net debt targets, capital allocation, capital expenditures, liquidity, projected Adjusted EBITDA to free cash flow conversion rate, dividend policy, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of power generation assets, market and industry developments and the growth of our businesses and operations (often, but not always, through the use of words or phrases, or the negative variations of those words or other comparable words of a future or forward-looking nature, including, but not limited to, "intends," "plans," "will likely," "unlikely," "believe," "expect," "seek," "anticipate," "estimate," "continue," "will," "shall," "should," "could," "may," "might," "predict," "project," "forecast," "target," "potential," "forecast," "goal," "objective," "guidance" and "outlook"),are forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Although Vistra Energy believes that in making any such forward-looking statement, Vistra Energy's expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and risks that could cause results to differ materially from those projected in or implied by any such forward-looking statement, including but not limited, to: (i) adverse changes in general economic or market conditions (including changes in interest rates) or changes in political conditions or federal or state laws and regulations; (ii) the ability of Vistra Energy to execute upon its contemplated strategic and performance initiatives and to successfully integrate acquired businesses; (iii) actions by credit ratings agencies; and (iv) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission ("SEC") by Vistra Energy from time to time, including the uncertainties and risks discussed in the sections entitled "Risk Factors" and "Forward-Looking Statements" in Vistra Energy's annual report on Form 10-K for the year ended December 31, 2018 and any subsequently filed quarterly reports on Form 10-Q.
Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, Vistra Energy will not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible to predict all of them; nor can Vistra Energy assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.
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SOURCE Vistra Energy
Enterprising Investor
6 years ago
Vistra Energy Announces Meaningful Share Repurchase and Concurrent Block Trade; Continuing to Rotate Emergence Stockholder Base (11/20/18)
IRVING, Texas, Nov. 20, 2018 Vistra Energy Corp. (NYSE: VST) announced today that on November 19, 2018, a significant stockholder (the "Stockholder") of Vistra Energy Corp. ("Vistra") agreed to sell 17 million shares of Vistra common stock. Of these shares, 5 million were sold directly to Vistra as part of its $1.25 billion share repurchase authorization, leaving over 90 percent of the authorized amount available for future repurchases. The Stockholder sold the remaining 12 million shares in a separate unregistered Rule 144 secondary block trade to a broker-dealer, who placed all 12 million shares with institutional investors. The Stockholder sold the shares to each of Vistra and the broker-dealer at the same discounted price to the November 19, 2018 closing price.
The execution of these trades is another positive step as Vistra continues to rotate its stockholder base from post-emergence stockholders to more natural, long-term holders of the stock. Vistra's decision to repurchase its shares, alongside the investment by other institutional investors, is consistent with management's stated intent regarding potential uses of its $1.25 billion share repurchase authorization. Curt Morgan, Vistra's president and chief executive officer, stated, "Vistra is excited to announce this repurchase of a meaningful amount of its shares as an existing significant stockholder reduces its ownership position in Vistra, continuing the already substantial rotation of our stockholder base since our emergence from bankruptcy. The ability of the company to repurchase 5 million shares at a discount to the then-prevailing market price, together with concurrent investments by other institutional investors, is exactly in-line with Vistra's capital allocation strategy. This repurchase is an outward indication of our fundamental view of Vistra's value. We will continue to repurchase shares in the open market under our $1.25 billion share repurchase authorization, since we view our shares as the most attractive place for Vistra to invest its capital."
About Vistra Energy
Vistra Energy (NYSE: VST) is a premier, integrated power company based in Irving, Texas, combining an innovative, customer-centric approach to retail with a focus on safe, reliable, and efficient power generation. Through its retail and generation businesses which include TXU Energy, Homefield Energy, Dynegy, and Luminant, Vistra operates in 12 states and six of the seven competitive markets in the U.S., with about 6,000 employees. Vistra's retail brands serve approximately 2.9 million residential, commercial, and industrial customers across five top retail states, and its generation fleet totals approximately 41,000 megawatts of highly efficient generation capacity, with a diverse portfolio of natural gas, nuclear, coal, and solar facilities.
https://www.prnewswire.com/news-releases/vistra-energy-announces-meaningful-share-repurchase-and-concurrent-block-trade-continuing-to-rotate-emergence-stockholder-base-300753991.html
Enterprising Investor
6 years ago
Vistra Energy Prices Upsized Private Offering of $1 Billion of Senior Notes; Upsizes Cash Tender Offers to $1.7 Billion (8/07/18)
RVING, Texas, Aug. 7, 2018 /PRNewswire/ -- Vistra Energy Corp. (NYSE: VST) (the "Company" or "Vistra Energy") announced today the pricing of an upsized private offering (the "Offering") of $1 billion aggregate principal amount of senior notes due 2026 (the "Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes will be senior, unsecured obligations of Vistra Operations Company LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of the Company (the "Issuer"). The Notes will bear interest at the rate of 5.500% per annum and will be fully and unconditionally guaranteed by certain of the Issuer's current and future subsidiaries. The Offering is expected to close on August 22, 2018, subject to customary closing conditions.
The purpose of the Offering is (i) to fund concurrent tender offers (the "Tender Offers") to purchase for cash its outstanding 7.375% Senior Notes due 2022, 7.625% Senior Notes due 2024, 8.034% Senior Notes due 2024, 8.000% Senior Notes due 2025, and 8.125% Senior Notes due 2026, in each case issued by Dynegy, as predecessor to Vistra Energy (collectively, the "Tender Offer Notes"), subject to the relevant terms and conditions set forth in the Offer to Purchase related to the concurrent Tender Offers, (ii) to pay fees and expenses related to the Offering and incurred in connection with the Tender Offers and (iii) for general corporate purposes. In connection with upsizing the Offering, the Company has determined to upsize the maximum aggregate purchase price (excluding accrued and unpaid interest) under the Tender Offers from $1.5 billion to $1.7 billion.
The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
Media
Allan Koenig
214-875-8004
Media.Relations@vistraenergy.com
Analysts
Molly Sorg
214-812-0046
Investor@vistraenergy.com
About Vistra Energy
Vistra Energy (NYSE: VST) is a premier, integrated power company based in Irving, Texas, combining an innovative, customer-centric approach to retail with a focus on safe, reliable, and efficient power generation. Through its retail and generation businesses which include TXU Energy, Homefield Energy, Dynegy, and Luminant, Vistra operates in 12 states and six of the seven competitive markets in the U.S., with about 6,000 employees. Vistra's retail brands serve approximately 2.9 million residential, commercial, and industrial customers across five top retail states, and its generation fleet totals approximately 41,000 megawatts of highly efficient generation capacity, with a diverse portfolio of natural gas, nuclear, coal, and solar facilities.
https://www.prnewswire.com/news-releases/vistra-energy-prices-upsized-private-offering-of-1-billion-of-senior-notes-upsizes-cash-tender-offers-to-1-7-billion-300693528.html
Enterprising Investor
6 years ago
Vistra Energy Announces Private Offering of $800 Million of Senior Notes (8/07/18)
IRVING, Texas, Aug. 7, 2018 /PRNewswire/ -- Vistra Energy Corp. (NYSE: VST) (the "Company" or "Vistra Energy") announced today the launch of a private offering (the "Offering") of $800 million aggregate principal amount of senior notes due 2026 (the "Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes will be senior, unsecured obligations of Vistra Operations Company LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of the Company (the "Issuer"). The Notes will be fully and unconditionally guaranteed by certain of the Issuer's current and future subsidiaries.
The purpose of the Offering is (i) to fund a concurrently announced tender offer (the "Tender Offer") to purchase for cash its outstanding 7.375% Senior Notes due 2022, 7.625% Senior Notes due 2024, 8.034% Senior Notes due 2024, 8.000% Senior Notes due 2025, and 8.125% Senior Notes due 2026, in each case issued by Dynegy, as predecessor to Vistra Energy (collectively, the "Tender Offer Notes"), subject to the relevant terms and conditions set forth in the Offer to Purchase related to the concurrent Tender Offer, (ii) to pay fees and expenses related to the Offering and incurred in connection with the Tender Offer and (iii) for general corporate purposes. The Offering is not conditioned on the consummation of the Tender Offer. The Tender Offer is conditioned on, among other things, the consummation of the Offering.
The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
Media
Allan Koenig
214-875-8004
Media.Relations@vistraenergy.com
Analysts
Molly Sorg
214-812-0046
Investor@vistraenergy.com
About Vistra Energy
Vistra Energy (NYSE: VST) is a premier, integrated power company based in Irving, Texas, combining an innovative, customer-centric approach to retail with a focus on safe, reliable, and efficient power generation. Through its retail and generation businesses which include TXU Energy, Homefield Energy, Dynegy, and Luminant, Vistra operates in 12 states and six of the seven competitive markets in the U.S., with about 6,000 employees. Vistra's retail brands serve approximately 2.9 million residential, commercial, and industrial customers across five top retail states, and its generation fleet totals approximately 41,000 megawatts of highly efficient generation capacity, with a diverse portfolio of natural gas, nuclear, coal, and solar facilities.
https://www.prnewswire.com/news-releases/vistra-energy-announces-private-offering-of-800-million-of-senior-notes-300693102.html
Enterprising Investor
6 years ago
Vistra Energy Reports Second Quarter 2018 Results Above Expectations, Reaffirms 2018 / 2019 Ongoing Operations Guidance (8/06/18)
Second Quarter Highlights
- Closed merger with Dynegy Inc. (Dynegy) on April 9, raising expected EBITDA value levers by approximately 43 percent to $500 million, increasing after-tax free cash flow value levers by approximately 300 percent to $260 million, and improving its five-year cash tax and TRA forecast by approximately $1.7 billion, all as compared to initial expectations at the time of the merger announcement
- Announced 2019 full-year adjusted EBITDA and free cash flow guidance of $3.2 to $3.5 billion and $2.05 to $2.35 billion, respectively, highlighting the company's significant earnings power and EBITDA to free cash flow conversion with nearly full run-rate value levers
- Authorized $500 million share repurchase program in June, to be executed opportunistically over eighteen months, and repurchased approximately 6.4 million shares for $150 million through July 31, 2018
- Repaid the $850 million aggregate principal amount of 6.75 percent senior notes due 2019 on May 1, 2018 and on track to achieve 2.5 times net debt to EBITDA target by year-end 2019 while maintaining flexibility to pursue other capital allocation priorities
- Executed secured debt transaction that optimized over $5 billion of Vistra's debt through refinancing, repricing, and repayment, generating $23 million of annual after-tax savings; also consolidated Vistra and Dynegy revolvers into a new, five-year $2.5 billion Revolving Credit Facility
- Entered into $3 billion notional value of interest rate swaps effective from July 2023 to July 2026, extending Vistra's protection from rising interest rates for an additional three years
Announced Moss Landing battery storage project, a 300-megawatt / 1,200-megawatt hour battery project that will be the largest of its kind in the world with an associated 20-year resource adequacy contract, highlighting Vistra's ability to identify what are expected to be opportunistic, high-return investments that establish market leadership in emerging technologies
- Achieved commercial operations of 180-megawatt Upton County 2 solar facility on June 1, 2018 and the Upton 2 battery project remains on track for a fourth quarter 2018 COD
[tables deleted]
For the three months ended June 30, 2018, Vistra reported net income from ongoing operations of $103 million and adjusted EBITDA from ongoing operations of $653 million. Vistra's second quarter adjusted EBITDA exceeded expectations as a result of higher realized prices, lower than forecast operations and maintenance expenses, and strong ERCOT retail performance that was offset by higher power costs than planned for our Ohio retail portfolio.
For the first half of 2018, Vistra reported a net loss from ongoing operations of $181 million, which includes unrealized net losses on hedging activities of $199 million, and adjusted EBITDA from ongoing operations of $916 million. Excluding the impact to adjusted EBITDA of negative $28 million during the period resulting from the partial buybacks of the Odessa Power Plant earnout in February and May, Vistra's year-to-date adjusted EBITDA would have been $944 million. When the Odessa earnout buybacks were executed, Vistra estimated the economic benefit of the transactions, net of the premiums paid, would be approximately $25 million.
Curt Morgan, Vistra's chief executive officer, commented, "Our company had another strong quarter, delivering adjusted EBITDA that exceeded expectations. Following the close of the Dynegy merger on April 9, our integration efforts are in full swing and we remain on track to achieve the full $500 million run-rate value lever targets by year-end 2019. We are confident our low-cost, low-leverage, integrated business model will generate strong, stable EBITDA while converting approximately 60 percent of adjusted EBITDA to adjusted free cash flow on an annual basis. This kind of performance will enable a diverse set of capital allocation alternatives to create and return value for our shareholders."
Reportable Segments
Following the closing of the merger with Dynegy, Vistra has six reportable segments: (i) Retail, (ii) ERCOT, (iii) PJM, (iv) NY/NE (comprising NYISO and ISO-NE), (v) MISO, and (vi) Asset Closure.
Vistra Energy is reaffirming its 2018 Ongoing Operations guidance ranges, forecasting an Ongoing Operations adjusted EBITDA range of $2,700 to $2,900 million and an Ongoing Operations adjusted free cash flow range of $1,400 to $1,600 million. The 2018 guidance ranges reflect Vistra's results on a stand-alone basis for the period prior to April 9, 2018 and anticipated results of the combined company for the period from April 9 through December 31, 2018.
Vistra is also reaffirming its 2019 Ongoing Operations guidance ranges, forecasting adjusted EBITDA of $3,200 to $3,500 million and adjusted free cash flow of $2,050 to $2,350 million.
Completed Merger with Dynegy
Vistra closed its merger with Dynegy on April 9, 2018, creating the leading, lowest-cost integrated power company across the key competitive markets in the United States. Through the combination, Vistra has achieved earnings, geographic, and fuel diversification and transformed into a highly efficient, natural gas-centric power plant fleet with approximately 41,000 megawatts of capacity (84 percent of which is in the attractive ERCOT, PJM, and ISO-NE regions). In addition, Vistra has expanded its retail footprint and created a platform for further retail growth and integration, while maintaining a strong and liquid balance sheet – with an intention to de-lever to a 2.5 times net debt to EBITDA target by year-end 2019.
On May 4, 2018, Vistra increased its anticipated annual EBITDA value levers and free cash flow value levers by approximately 43 percent and 300 percent, respectively. Integration and execution of all synergy and operations performance initiative value levers remains on schedule.
Share Repurchase Program
On June 12, 2018, Vistra announced that its board of directors authorized a $500 million share repurchase program. Vistra plans to execute the program on an opportunistic basis over eighteen months. As of July 31, 2018, Vistra had purchased approximately 6.4 million shares for approximately $150 million.
Financing Update
On May 1, 2018, Vistra repaid the $850 million aggregate principal amount of 6.75 percent senior notes due 2019.
On June 14, 2018, Vistra closed a transaction that optimized over $5 billion of the company's secured debt, resulting in anticipated after-tax interest savings of $23 million annually. Through the transaction, Vistra refinanced over $2 billion in term loans, repriced Vistra's $2.8 billion term loan, repaid the $500 million Term Loan C letter of credit facility with its restricted cash balance, and consolidated legacy Vistra and Dynegy revolvers into a new, five-year $2.5 billion Revolving Credit Facility. In addition, the transaction simplified the company's capital structure from the "silo" structure following the merger.
Vistra also entered into approximately $3 billion of notional value fixed interest rate swaps with effective dates from 2023 to 2026 during the quarter.
Liquidity
As of June 30, 2018, Vistra had total available liquidity of approximately $1.822 billion, including cash and cash equivalents of $757 million and $1,065 million of availability under its revolving credit facility, which remained undrawn but had $1,435 million of letters of credit outstanding as of June 30, 2018.
Announced 300-megawatt Battery Storage Project at Moss Landing
On June 29, 2018, Vistra announced its intention to develop the world's largest battery storage project: a 300-megawatt / 1,200-megawatt hour battery storage project at its Moss Landing Power Plant site in Moss Landing, California. The company has entered into a 20-year resource adequacy contract for the project with investment grade off-taker Pacific Gas & Electric (PG&E), creating a low-risk project with anticipated unlevered returns in excess of Vistra's investment criteria. The contract is subject to approval by the California Public Utilities Commission (CPUC).
Development will begin following CPUC approval, which is expected within 90 days of PG&E's application to the CPUC. The project will use the existing interconnection and other infrastructure from mothballed Moss Landing units 6 and 7, and is expected to go into service during the fourth quarter of 2020.
Upton 2 Solar COD
On June 1, 2018, Vistra achieved commercial operations at the 180-megawatt Upton 2 solar power plant in West Texas – the largest operating solar facility in the state. The output from the Upton 2 plant will further diversify Luminant's generation capacity while enhancing Vistra's market-leading retail solar offerings and capabilities in ERCOT, highlighting the value created from the company's integrated business model. In addition, Upton 2 provides a platform for economic battery storage development, and the company is currently developing a 10-megawatt (42-megawatt hour) battery project at the site.
Earnings Webcast
Vistra will host a webcast today, Aug. 6, 2018, beginning at 8 a.m. ET (7 a.m. CT) to discuss these results and related matters. The live, listen-only webcast and the accompanying slides that will be discussed on the call can be accessed via the investor relations section of Vistra's website at www.vistraenergy.com. A replay of the webcast will be available on the Vistra website for one year following the live event.
About Vistra Energy
Vistra Energy (NYSE: VST) is a premier, integrated power company based in Irving, Texas, combining an innovative, customer-centric approach to retail with a focus on safe, reliable, and efficient power generation. Through its retail and generation businesses which include TXU Energy, Homefield Energy, Dynegy, and Luminant, Vistra operates in 12 states and six of the seven competitive markets in the U.S., with about 6,000 employees. Vistra's retail brands serve approximately 2.9 million residential, commercial, and industrial customers across five top retail states, and its generation fleet totals approximately 41,000 megawatts of highly efficient generation capacity, with a diverse portfolio of natural gas, nuclear, coal, and solar facilities.
https://www.prnewswire.com/news-releases/vistra-energy-reports-second-quarter-2018-results-above-expectations-reaffirms-2018--2019-ongoing-operations-guidance-300692074.html
Enterprising Investor
7 years ago
Vistra Energy Completes Merger with Dynegy (4/09/18)
ombination Creates Leading Integrated Power Company Across Key Competitive U.S. Power Markets
IRVING, Texas, April 9, 2018 /PRNewswire/ -- Vistra Energy Corp. (NYSE: VST), the parent company for TXU Energy and Luminant, today announced it has completed its previously announced merger with Dynegy Inc. (NYSE: DYN). The closing of the transaction follows the overwhelming approval from stockholders of both Vistra Energy Corp. and Dynegy Inc. in March, and the receipt of all required regulatory approvals. Vistra Energy Corp. will be the name of the combined company moving forward, and the combined company's stock will continue to trade on the New York Stock Exchange under the current ticker symbol for Vistra Energy.
The combination of Dynegy's generation capacity and existing retail footprint with Vistra Energy's integrated ERCOT model creates the lowest-cost integrated power company in the industry and positions the combined company as the leading integrated retail and generation platform throughout key competitive power markets in the United States.
With the transaction complete, Vistra Energy now:
Employs about 6,000 people across 12 states.
Serves approximately 2.7 million residential customers in five top retail states.
Serves approximately 240,000 commercial and industrial retail customers.
Owns approximately 40,000 megawatts of installed generation capacity.
Has power generation capacity that is more than 60 percent natural gas-fueled, with 84 percent located within the ERCOT, PJM, and ISO-NE competitive power markets.
Projects that it will produce approximately 50 percent of gross margin from more stable capacity payments and retail operations, as well as approximately 50 percent of adjusted EBITDA from the ERCOT market.
"With this combination completed, Vistra Energy is now positioned to be the leading integrated power company in the United States," said Vistra Energy President and Chief Executive Officer Curt Morgan.
"We further believe our low-cost structure, diversified business operations, and strong balance sheet create the platform to produce significant shareholder value, as demonstrated by our stated expectation to exceed our previously communicated merger-related synergy and operational improvement targets," added Mr. Morgan. "The combined company's EBITDA to free cash flow conversion rate of approximately 60 percent from its ongoing operations is expected to provide significant excess cash for diverse capital allocation opportunities, reduction of debt to our stated 2.5 times net debt to EBITDA target, disciplined growth investments, and return of capital to our stockholders including share repurchases and dividends. We welcome our Dynegy colleagues, and look forward to serving our new customers and communities where we operate."
In accordance with the terms of the merger, Dynegy stockholders are entitled to receive 0.652 shares of Vistra Energy common stock for each share of Dynegy common stock that they owned, resulting in former Vistra Energy stockholders and former Dynegy stockholders owning approximately 79 percent and 21 percent, respectively, of the combined company.
Vistra Energy also announced that three of Dynegy's directors, Hilary E. Ackermann, Paul M. Barbas, and John R. Sult, have been appointed to the Vistra Energy Board of Directors, effective immediately. These appointments bring the total number of directors of the combined company's board to 11.
The Vistra Energy leadership team can be viewed on Vistra Energy's website.
The combined company's headquarters will be in Irving, Texas. In addition, the combined company has offices in Houston; Cincinnati, Ohio; and Collinsville, Illinois.
ABOUT VISTRA ENERGY
Vistra Energy (NYSE: VST) is a premier, integrated power company based in Irving, Texas, combining an innovative, customer-centric approach to retail with a focus on safe, reliable, and efficient power generation. Through subsidiaries that include TXU Energy, Dynegy Energy Services, Homefield Services, and Luminant, Vistra operates in 12 states and six of the seven competitive markets in the U.S., with about 6,000 employees. Vistra's retail brands serve approximately 2.9 million residential, commercial, and industrial customers across five top retail states, and its generation fleet totals approximately 40,000 megawatts of highly efficient generation capacity, with a diverse portfolio of natural gas, nuclear, coal, and solar facilities.
https://www.prnewswire.com/news-releases/vistra-energy-completes-merger-with-dynegy-300626309.html
Enterprising Investor
7 years ago
Vistra Energy And Dynegy To Combine To Create Leading Integrated Power Company (10/30/17)
- Nearly $4 Billion in Equity Value Projected to be Created via Expected EBITDA, Free Cash Flow and Tax Synergies, and Operational Improvements
- Combination Projected to Maintain Industry-Leading Strong Balance Sheet with Substantial Liquidity
- More Than $5 Billion in Excess Capital Projected to Be Available for Capital Allocation Through 2022 with an Emphasis on Achieving 3 Times Gross Debt to EBITDA by Year-End 2019
- Combined Business Expected to Benefit from Earnings, Fuel, Market, and Geographic Diversification with Approximately 50 Percent of Gross Margin Projected from Capacity Payments and Retail
- Projected to Have Lowest Cost Structure in Industry with Benefits of Significant Economies of Scale and Best-in-Class Power Plant Operations
- Integrated Power Company with a Leading Position in ERCOT, PJM and ISO-NE; 40 Gigawatts (GW) of Installed Capacity with an Estimated 180 Terawatt Hours (TWhs) of Electricity Generated and Approximately 2.9 Million Retail Customers with an Estimated 75 TWh Hours of Load Served
- Dynegy's Leading CCGT Generation Fleet Provides Platform to Expand Vistra Energy's Premier Integrated ERCOT Model to the Midwest and Northeast
- Vistra Energy and Dynegy to Host Conference Call at 8:30 am ET Today
IRVING, Texas and HOUSTON, Oct. 30, 2017 /PRNewswire/ -- Vistra Energy (NYSE: VST), the parent company for TXU Energy and Luminant, and Dynegy Inc. (NYSE: DYN) today announced that their Boards of Directors have approved, and the companies have executed, a definitive merger agreement pursuant to which Dynegy will merge with and into Vistra Energy in a tax-free, all-stock transaction, creating the leading integrated power company across the key competitive power markets in the United States. The resulting company is projected to have a combined market capitalization in excess of $10 billion and a combined enterprise value greater than $20 billion.
Under the terms of the agreement, Dynegy shareholders will receive 0.652 shares of Vistra Energy common stock for each share of Dynegy common stock they own, resulting in Vistra Energy and Dynegy shareholders owning approximately 79 percent and 21 percent, respectively, of the combined company. Based on Vistra Energy's closing share price of $20.30 on October 27, 2017 and the aforementioned exchange ratio, Dynegy shareholders would receive $13.24 per Dynegy share. Through the all-stock transaction, both Vistra Energy and Dynegy shareholders are expected to benefit from an estimated $350 million in projected annual run-rate EBITDA value levers, additional annual free cash flow value levers of approximately $65 million (after tax), and approximately $500-600 million in projected net present value benefit from tax synergies.
The combination of Dynegy's generation capacity and existing retail footprint with Vistra Energy's integrated ERCOT model is expected to create the lowest-cost integrated power company in the industry and to position the combined company as the leading integrated retail and generation platform throughout key competitive power markets in the U.S. Together with Dynegy, Vistra Energy will serve approximately 240,000 commercial and industrial (C&I) customers and 2.7 million residential customers in five top retail states, with estimated retail sales of 75 terawatt (TWh) hours in 2018. The combined company will also own approximately 40 GW of installed generation capacity. Of that capacity, more than 60 percent is natural gas-fueled, and 84 percent is in the ERCOT, PJM, and ISO-NE competitive power markets.
Vistra Energy President and Chief Executive Officer Curt Morgan said, "This combination represents a transformative opportunity to create the leading integrated power company in the United States. Combining Vistra Energy's leading retail and commercial operations with Dynegy's leading CCGT fleet and geographically diverse portfolio is expected to create a company with significant earnings diversification and scale. The resulting combined enterprise is projected to have the lowest-cost structure in the industry and will benefit from weather and market diversification that, when combined with Vistra Energy's balance sheet strength, will provide a platform for future growth. The result will be a leading integrated power company with significant scale in the key U.S. competitive markets. We look forward to building on Vistra Energy and Dynegy's highly attractive business mix and asset quality to deliver enhanced value to current shareholders of both companies and attract and retain new investors on a long-term, sustainable basis."
Dynegy President and Chief Executive Officer Bob Flexon stated, "Our combination with Vistra Energy accelerates Dynegy's strategic initiatives of strengthening our balance sheet while creating the preeminent integrated power company. Vistra Energy's strength in retail combined with Dynegy's infrastructure and generation capabilities will provide an unmatched, highly efficient integrated business in key competitive markets. The premium offered to Dynegy shareholders reflects the quality of our generation assets and the retail business we have built over the past five years. In addition, with the all-stock transaction, shareholders of both companies will benefit from the significant projected synergies and financial flexibility enabled by the combined company's strong balance sheet and cash flow profile. We at Dynegy are proud of what we have accomplished, and we look forward to this exciting next step in the company's evolution."
Projected Strategic and Financial Benefits of the Combination
•Creates Leading Integrated Retail and Generation Platform: The combined company will have approximately 40 gigawatts (GW) of high-quality, low-cost, environmentally compliant power generation assets concentrated in ERCOT, PJM, and ISO-NE, the most desirable competitive markets in the U.S. Complementing the 12-state generation portfolio is a combined retail platform serving more than 2.9 million retail customers with an estimated 75 TWhs of electricity sales in 2018. The combined company's premier wholesale generation portfolio will serve as a platform for accelerated growth of this retail business. Approximately half of the combined company's gross margin is projected to be derived from capacity revenues and retail margin.
•Significant Value Creation Opportunity Projected to Total Nearly $4 Billion: The combined company is projected to achieve approximately $350 million in annual run-rate EBITDA value levers by streamlining general and administrative costs, implementing fleet-wide best-in-class operating practices, driving procurement efficiencies, and eliminating other duplicative costs. Vistra Energy estimates the full run-rate of EBITDA value levers will be achieved in approximately 12 months of closing. In addition, the combined company is expected to benefit from approximately $65 million (after tax) of incremental annual run-rate free cash flow benefits from balance sheet and capital expenditure efficiencies. Finally, the combined company is expected to benefit from the utilization of approximately $2.0-2.5 billion of legacy Dynegy Net Operating Losses (NOLs) with an estimated net present value of approximately $500-600 million.
•Strong Financial Profile: The combined company is expected to have a strong financial profile with projected proforma liquidity of approximately $3.9 billion as of April 30, 2018 and gross debt to EBITDA declining to the company's targeted 3 times by year-end 2019 (with net debt to EBITDA of 2.6 times by year-end 2019). With approximately $14 billion of adjusted EBITDA expected to be generated between 2018 and 2022, the combined company is projected to have approximately $5.5 billion in excess capital available for allocation toward balance sheet improvements (including any debt repayments required to achieve the company's 3 times gross debt to EBITDA target), growth investments, and other value accretive opportunities.
Management, Board of Directors and Headquarters
Following the close of the transaction, the combined company will be led by Curt Morgan as President and Chief Executive Officer. Bill Holden will serve as the Chief Financial Officer with Jim Burke as the Chief Operating Officer.
The Board of Directors is expected to have a total of 11 directors consisting of the current eight members of the Vistra Energy Board and three members from Dynegy's Board.
The Dynegy Board of Directors and Mr. Flexon have mutually agreed to extend his employment as permitted under the terms of his existing employment agreement for one year. Mr. Flexon will continue to serve as President and Chief Executive Officer of Dynegy through April 30, 2019 or the date the transaction closes, whichever comes first.
The combined company's headquarters will be in Irving, Texas. In addition, the combined entity has retail offices in Houston, Texas, Cincinnati, Ohio, and Collinsville, Illinois.
Conditions and Timing
The companies anticipate closing the transaction in the second quarter of 2018.
The transaction is subject to certain regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and approval by the Federal Energy Regulatory Commission, the Federal Communications Commission, the Public Utility Commission of Texas, the New York Public Service Commission, and other customary closing conditions. The transaction is subject to approval by the shareholders of Vistra Energy and Dynegy. In addition, the transaction will not require any refinancing of Vistra Energy's or Dynegy's debt, but preserves flexibility for opportunistic refinancing at, or after, closing.
Advisors
Citi is serving as financial advisor, Credit Suisse is serving as capital markets advisor, and Simpson Thacher & Bartlett LLP is serving as legal advisor to Vistra Energy.
PJT Partners and Morgan Stanley are serving as financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Dynegy.
Conference Call/Webcast
Vistra Energy and Dynegy will host a joint conference call to discuss the merger today at 8:30 am ET (7:30 am CT). The call will be webcast live at www.vistraenergy.com and www.dynegy.com. Alternatively, callers may dial (844) 579-6824 within the United States or (763) 488-9145 from outside the U.S. utilizing the Conference ID 3685219. It is recommended that participants call 20 minutes ahead of the scheduled start time.
Shortly before the conference call begins, slides will be posted under the investor relations sections of each company's website that will be referred to during the call.
A webcast replay and transcript of the call will be available approximately 24 hours following the call at www.vistraenergy.com and www.dynegy.com.
ABOUT DYNEGY
Throughout the Northeast, Mid-Atlantic, Midwest, and Texas, Dynegy operates 27,000 megawatts (MW) of power generating facilities capable of producing enough energy to supply more than 22 million American homes. With 17,000 MW fueled by natural gas and more than 9,000 MW fueled by coal, our plants can generate enough electricity to power more than 17 million homes. We generate power safely and responsibly for 1.2 million electricity customers who depend on that energy to grow and thrive.
ABOUT VISTRA ENERGY
Vistra Energy is a premier Texas-based energy company focused on the competitive energy and power generation markets through operation as the largest retailer and generator of electricity in the growing Texas market. Our integrated portfolio of competitive businesses consists primarily of TXU Energy and Luminant. TXU Energy sells retail electricity and value-added services (primarily through our market-leading TXU Energy™ brand) to approximately 1.7 million residential and business customers in Texas. Luminant generates and sells electricity and related products from our diverse fleet of generation facilities totaling approximately 18,000 MW of generation in Texas, including 2,300 MW fueled by nuclear power, 8,000 MW fueled by coal, and 7,500 MW fueled by natural gas, and is a large purchaser of renewable power including wind and solar-generated electricity. The company is currently developing one of the largest solar facilities in Texas by capacity.
https://www.prnewswire.com/news-releases/vistra-energy-and-dynegy-to-combine-to-create-leading-integrated-power-company-300545251.html
Enterprising Investor
7 years ago
Vistra Energy Reports First Quarter 2017 Results (5/17/17)
DALLAS, May 18, 2017 /PRNewswire/ -- Vistra Energy (NYSE: VST), the parent company for TXU Energy and Luminant, today reported first quarter 2017 net income of $78 million and cash provided by operating activities of $141 million. Adjusted EBITDA for the first quarter 2017 was $276 million and adjusted free cash flow was $(48) million.
Curt Morgan, Vistra Energy's chief executive officer, remarked, "Vistra Energy is off to a great start in 2017, delivering solid earnings despite some headwinds created by mild winter weather in Texas, once again demonstrating the resilience of our integrated model. Our retail team continues to excel at customer acquisition and retention—growing residential customer counts in the quarter. The team's performance resulted in lower levels of customer churn than anticipated, which partially offset lower than expected earnings driven by reduced consumption from the mild winter."
Morgan added, "Complementing our premier retail business, our wholesale generation operations were highly reliable during the quarter, achieving commercial availability of 95%, and our wholesale commercial operations team achieved realized prices nearly 55% higher than settled prices during the quarter."
"Further, our corporate team concluded the process for our shares to be uplisted to the New York Stock Exchange as planned, with our first day of trading on the NYSE last Wednesday," Morgan said. "We are executing on our commitments and we will continue to work tirelessly to deliver value to our shareholders."
2017 Guidance
Vistra Energy is reaffirming its 2017 guidance ranges, reflecting an adjusted EBITDA range of $1,350 million to $1,500 million and an adjusted free cash flow range of $745 million to $925 million.
Liquidity
As of March 31, 2017, Vistra Energy had total available liquidity of approximately $1.99 billion, including cash and cash equivalents of $916 million, $210 million in available letter of credit capacity under its term loan C facility, and $860 million of availability under its revolving credit facility, which remained undrawn at March 31, 2017. Liquidity increased by approximately $150 million in the first quarter of 2017 due to increased available cash and reduced letter of credit postings.
Additional Updates
Vistra Energy continues to see increased demand from its retail customers for products utilizing renewable resources. As a result, in May Vistra Energy executed on a couple of initiatives that will allow it to continue to provide solutions to meet customers' changing needs and preferences:
•TXU Energy launched its "Free Nights and Solar Days" retail product offering, combining its most popular Right Time Pricing PlanSM with green, solar energy.
•Vistra Energy acquired a 180 MW solar development project located in West Texas, which will support enhanced renewable offerings by its retail organization and will further augment Vistra Energy's integrated portfolio. The facility is expected to be operational in the summer of 2018.
Earnings Conference Call
Vistra Energy will host a conference call today, May 18, 2017, beginning at 11 a.m. EDT (10 a.m. CDT) to discuss these results and related matters. The live, listen-only webcast of the conference call and the accompanying slides that will be discussed on the call can be accessed via the investor relations section of Vistra Energy's website at www.vistraenergy.com. For those unable to participate in the live event, a replay of the call will be available on the Vistra Energy website for one year following the call.
About Non-GAAP Financial Measures and Items Affecting Comparability
"Adjusted EBITDA" (EBITDA as adjusted for unrealized gains or losses from hedging activities, tax receivable agreement obligations, reorganization items, and certain other items described from time to time in Vistra Energy's earnings releases) and "adjusted free cash flow" (cash from operating activities excluding changes in margin deposits and working capital and adjusted for capital expenditures, other net investment activities, preferred stock dividends, and other items described from time to time in Vistra Energy's earnings releases), are "non-GAAP financial measures." A non-GAAP financial measure is a numerical measure of financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in Vistra Energy's consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows. Non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. Vistra Energy's non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.
Vistra Energy uses adjusted EBITDA as a measure of performance and believes that analysis of its business by external users is enhanced by visibility to both net income prepared in accordance with GAAP and adjusted EBITDA. Vistra Energy uses adjusted free cash flow as a measure of liquidity and believes that analysis of its ability to service its cash obligations is supported by disclosure of both cash provided by (used in) operating activities prepared in accordance with GAAP as well as adjusted free cash flow. The schedules attached to this earnings release reconcile the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.
Media
Allan Koenig
214-875-8004
Media.Relations@vistraenergy.com
Analysts
Molly Sorg
214-812-0046
Investor@vistraenergy.com
About Vistra Energy
Vistra Energy is a premier Texas-based energy company focused on the competitive energy and power generation markets through operation as the largest retailer of electricity and generator in the growing Texas market. Our integrated portfolio of competitive businesses consists primarily of TXU Energy and Luminant. TXU Energy sells retail electricity and value-added services (primarily through our market-leading TXU Energy™ brand) to approximately 1.7 million residential and business customers in Texas. Luminant generates and sells electricity and related products from our diverse fleet of generation facilities totaling approximately 17,000 MW of generation in Texas, including 2,300 MW fueled by nuclear power, 8,000 MW fueled by coal and 6,000 MW fueled by natural gas, and is a large purchaser of wind-generated electricity.
http://www.prnewswire.com/news-releases/vistra-energy-reports-first-quarter-2017-results-300459704.html
Enterprising Investor
7 years ago
Vistra Energy Acquires Solar Development Project, Strengthens Integrated Business Model (5/17/17)
DALLAS, May 17, 2017 /PRNewswire/ -- Vistra Energy (NYSE: VST), the parent company for TXU Energy and Luminant, today announced the purchase of the Upton County Solar 2 development project in West Texas. The purchase delivers on the company's strategic plan to further strengthen and expand its integrated businesses through enhanced retail solar offerings and diversity across its generation fleet.
Simultaneous with the acquisition of the project, Upton 2 entered into a turnkey, fixed-price, engineering, procurement, and construction contract to deliver the 180-megawatt solar plant in the summer of 2018. The Upton 2 facility will provide a company-owned asset as a platform for offering significant, long-term, and economically viable renewable options to a variety of customers throughout Texas, including commercial, industrial, and residential customers.
"This purchase is an additional proof point of Vistra Energy's ability to uniquely couple our retail business with our commercial operations in a meaningful and beneficial way," said Curt Morgan, the company's president and chief executive officer. "It also shows our commitment to expand this model while providing significant advantages compared to a standalone retailer or generator."
A Key Retail Platform
Businesses, school districts, cities, and other large customers have already expressed strong interest in projects such as this that help meet their sustainability goals.
Consistent with our retail business model, TXU Energy has a strong history of offering market-leading and innovative solar products for businesses and homes, including the recently announced Free Nights & Solar DaysSM plan, the TXU Solar Club plan, the TXU Energy Solar Advantage plan, and TXU Energy Solar for Business.
The Upton 2 project is a financially attractive option under Vistra's integrated business model, thanks to steady growth in consumer enthusiasm, the geographic characteristics and strong solar irradiance in West Texas, and technological advancements.
An Excellent Addition to Luminant's Fleet
The company adds solar capacity to its already diverse energy mix, which includes coal, natural gas, and nuclear power, as well as significant purchases of wind-generated electricity.
Luminant will ultimately operate and be the qualified scheduling entity for the plant, creating additional commercial options for the generator.
Project Information
Utility-scale solar project located in Upton County, Texas.
180 MW of installed capacity.
The Upton 2 solar facility is the largest by capacity in Texas.
Capacity to power approximately 56,700 average residences in ERCOT during normal weather conditions and 27,700 during periods of hot and high-demand conditions.
Approximately 500 construction jobs.
Media
Allan Koenig
214-875-8004
Media.Relations@vistraenergy.com
Analysts
Molly Sorg
214-812-0046
Investor@vistraenergy.com
Additional Information
Vistra Energy has filed with the Securities Exchange Commission (the SEC) a registration statement on Form S-1 under the Securities Act with respect to resales of the shares of our common stock offered thereunder. Upon the effectiveness of the registration statement, which we expect to be prior to May 10, 2017, we will be subject to the information and periodic reporting requirements of the Securities and Exchange Act and, in accordance therewith, will file periodic reports, proxy statements and other information with the SEC. A copy of the registration statement, the exhibits and schedules filed with the registration statement, and future periodic reports, proxy statements, and other filings may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E., Washington, D.C. 20549, and copies of all or any part of the registration statement or other filings may be obtained upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.
Vistra Energy maintains a website at www.vistraenergy.com. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. However, the reference to our web address does not constitute incorporation by reference of the information contained at such site.
About Vistra Energy
Vistra Energy is a premier Texas-based energy company focused on the competitive energy and power generation markets through operation as the largest retailer of electricity and generator in the growing Texas market. Our integrated portfolio of competitive businesses consists primarily of TXU Energy and Luminant. TXU Energy sells retail electricity and value-added services (primarily through our market-leading TXU Energy™ brand) to approximately 1.7 million residential and business customers in Texas. Luminant generates and sells electricity and related products from our diverse fleet of generation facilities totaling approximately 17,000 MW of generation in Texas, including approximately 2,300 MW fueled by nuclear power, 8,000 MW fueled by coal and 6,000 MW fueled by natural gas, and is a large purchaser of wind-generated electricity.
http://www.prnewswire.com/news-releases/vistra-energy-acquires-solar-development-project-strengthens-integrated-business-model-300459376.html
Enterprising Investor
8 years ago
Vistra Energy Reports 2016 Results and Reaffirms 2017 Guidance (3/30/17)
DALLAS, March 30, 2017 /PRNewswire/ -- Vistra Energy (OTCQX: VSTE), the parent company for TXU Energy and Luminant, today reported its 2016 financial and operational results. Vistra Energy's predecessor entity, TCEH Corp., emerged from Chapter 11 bankruptcy on October 3, 2016, on which date Vistra Energy adopted fresh-start accounting, which resulted in Vistra Energy becoming a new entity for financial reporting purposes. As a result, Vistra Energy's 2016 results are reported for the predecessor entity for the period from January 1, 2016 through October 2, 2016 (the "Predecessor") and for the successor entity for the period from October 3, 2016 through December 31, 2016 (the "Successor").
The financial statements of Vistra Energy for periods on or after October 3, 2016 are not comparable to the financial statements of the Predecessor prior to that date, as those previous periods do not give effect to any adjustments to the carrying values of assets or amounts of liabilities that resulted from the plan of reorganization, and the related application of fresh-start reporting, which includes accounting policies implemented by Vistra Energy that differ from those of the Predecessor. Please refer to our 2016 Annual Report for additional discussion regarding the accounting impacts of our emergence from Chapter 11 and the application of fresh-start accounting to our GAAP financial statements. Our 2016 Annual Report can be found in the investor relations section of Vistra Energy's website at www.vistraenergy.com.
Given the impacts of fresh-start accounting and the implementation of the plan of reorganization on GAAP earnings in 2016, Vistra Energy believes its non-GAAP financial measures of adjusted EBITDA and adjusted free cash flow are more meaningful in evaluating its full-year performance. Vistra Energy's management team evaluates its financial and operational results utilizing these non-GAAP measures. Combining the 2016 results of the Predecessor and the Successor, Vistra Energy reported 2016 adjusted EBITDA of $1,601 million and, after adjusting the presentation of adjusted free cash flow to exclude changes in working capital and margin deposits, Vistra Energy reported 2016 adjusted free cash flow of $886 million.
Curt Morgan, Vistra Energy's chief executive officer, commented, "2016 was a highly productive year for Vistra Energy, as we delivered very strong results under difficult market conditions, demonstrating the resilience of our integrated model and high-performing commercial and retail operations. We exited bankruptcy with a strong and flexible capital structure, and restructured our support organization costs, paving the way to excel in a highly competitive and challenged marketplace. As we move forward into 2017, we are focused on finalizing the process to list on the New York Stock Exchange, improving our plant performance including portfolio optimization, and implementing our capital allocation process, all with an eye toward delivering value to our shareholders."
2017 Guidance
Vistra Energy is reaffirming its 2017 guidance, reflecting an adjusted EBITDA range of $1,350 million to $1,500 million and an adjusted free cash flow range of $745 million to $925 million.
Liquidity
As of December 31, 2016, Vistra Energy had cash and cash equivalents of $843 million, $131 million in available letter of credit capacity under its term loan C facility, and $860 million of availability under its revolving credit facility, which remained undrawn at December 31, 2016.
Earnings Conference Call
Vistra Energy will host a conference call today, March 30, 2017, beginning at 11 a.m. EDT (10 a.m. CDT) to discuss these results and related matters. The live, listen-only webcast of the conference call can be accessed via the investor relations section of Vistra Energy's website at www.vistraenergy.com. For those unable to participate in the live event, a replay of the call will be available on the Vistra Energy website for one year following the call.
About Non-GAAP Financial Measures and Items Affecting Comparability
"Adjusted EBITDA" (EBITDA as adjusted for unrealized gains or losses from hedging activities, tax receivable agreement obligations, reorganization items, and certain other items described from time to time in Vistra Energy's earnings releases); and "adjusted free cash flow" (cash from operating activities excluding changes in margin deposits and working capital and adjusted for capital expenditures, other net investment activities, preferred stock dividends, and other items described from time to time in Vistra Energy's earnings releases), are "non-GAAP financial measures." A non-GAAP financial measure is a numerical measure of financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in Vistra Energy's consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows. Non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. Vistra Energy's non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.
Vistra Energy uses adjusted EBITDA as a measure of performance and believes that analysis of its business by external users is enhanced by visibility to both net income prepared in accordance with GAAP and adjusted EBITDA. Vistra Energy uses adjusted free cash flow as a measure of liquidity and believes that analysis of its ability to service its cash obligations is supported by disclosure of both cash provided by (used in) operating activities prepared in accordance with GAAP as well as adjusted free cash flow. The schedules attached to this earnings release reconcile the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.
Media
Allan Koenig
214-875-8004
Media.Relations@vistraenergy.com
Analysts
Molly Sorg
214-812-0046
Investor@vistraenergy.com
About Vistra Energy
Vistra Energy is a premier Texas-based energy company focused on the competitive energy and power generation markets through operation as the largest retailer of electricity and generator in the growing Texas market. Our integrated portfolio of competitive businesses consists primarily of TXU Energy and Luminant. TXU Energy sells retail electricity and value-added services (primarily through our market-leading TXU Energy™ brand) to approximately 1.7 million residential and business customers in Texas. Luminant generates and sells electricity and related products from our diverse fleet of generation facilities totaling approximately 17,000 MW of generation in Texas, including 2,300 MW fueled by nuclear power, 8,000 MW fueled by coal and 6,000 MW fueled by natural gas, and is a large purchaser of wind-generated electricity.
http://www.prnewswire.com/news-releases/vistra-energy-reports-2016-results-and-reaffirms-2017-guidance-300431533.html
Enterprising Investor
8 years ago
From DP&L to Vistra Energy, D-FW's most powerful electric provider gets a fresh start (2/04/17)
The region's top electric company has had many names -- and business strategies: Dallas Power & Light, Texas Utilities, TXU Corp., Energy Future Holdings and now Vistra Energy Corp.
This is more than a much-needed rebranding for the largest power player in Texas.
After emerging from bankruptcy in October, Vistra had shed $33 billion in debt and has continued to get leaner. It's also been separated from Oncor, the regulated transmission unit now being sold.
While the business remains difficult, Vistra has major assets and a big advantage: a fresh start.
The cleansing of bankruptcy
In late 2007, private equity firms bought TXU and added $30 billion in debt. After commodity prices fell, it couldn't pay the interest and filed for Chapter 11. Power generator Luminant, electricity retailer TXU Energy and parent Vistra have emerged as more competitive businesses. Key comparisons between then and now:
"We know what got us into trouble and we're not going there again. The drivers that put us into bankruptcy are still in the marketplace. If we have our cost structure right, we can actually win. We can be the guy that's consolidating in this business."
— Curt Morgan, president and CEO, Vistra Energy Corp.
Luminant's size has an upside
Shale gas and wind power created abundant, cheap energy. That's been tough on Luminant, whose 50 electric generating units are fueled by coal, nuclear and natural gas. But being big in Texas has benefits. Our population has grown twice as fast as the nation's, and Texas residents use about 30 percent more electricity.
"TXU Energy has found a way to decommoditize the electric retailing business. They've been able to get people to come to them, and their customers are not just buying on price anymore. They've created a modern power retailer, and they've done it better than anybody."
— Bruce Bullock, director, Maguire Energy Institute at Southern Methodist University
TXU Energy slows the exodus
Sometimes, losing less is winning. TXU Energy is the state's largest electricity retailer despite losing over 1 million residential customers since deregulation began in 2002. Focusing on promotions like "free nights and weekends" and customer service, it's holding on to more high-margin business. It's also generating more cash than Luminant.
Why Oncor's the crown jewel
In Texas' competitive electric market, it's much safer, and profitable, on the regulated side. Consider Oncor, whose transmission lines deliver power to 3.4 million meters. NextEra agreed to buy Oncor for almost $19 billion, roughly twice the value of Vistra. Why? Even when power prices tumble, revenue and profits don't.
"For a decade, Texas' largest power company was dominated by debt. Those shackles are finally off, and the company now has low costs and a leading position in one of the country's best markets. With a new name and a new CEO, it's time to make a mark."
— Mitchell Schnurman, business columnist, The Dallas Morning News
http://www.dallasnews.com/business/economic-snapshot/2017/02/04/new-regionalpower-company-emerges
Enterprising Investor
8 years ago
Vistra Energy Updates 2016 Expectations and Initiates 2017 Guidance (12/06/16)
DALLAS, Dec. 6, 2016 /PRNewswire/ --Vistra Energy (OTCQX: VSTE), the parent company for TXU Energy and Luminant, today announced updated expectations for 2016 adjusted EBITDA and adjusted free cash flow and also initiated 2017 guidance for the same metrics.
Curt Morgan, Vistra Energy's chief executive officer, commented, "We are moving into 2017 as a newly reorganized entity with our support cost structure competitively aligned, a strong balance sheet, and diversified assets. We believe our unique integrated business model, pairing TXU Energy's leading retail platform with Luminant's reliable and efficient generating capabilities, will provide investors with an attractive, stable earnings profile, as is evidenced by our 2017 guidance. We will continue to focus on increasing shareholder value in 2017 as we leverage and expand on our core competencies."
2016 Expectations
Vistra Energy anticipates 2016 adjusted EBITDA in the range of $1,550 million to $1,615 million, representing an increase of nearly 4 percent based on the midpoint as compared to 2016 adjusted EBITDA projected by its predecessor, Texas Competitive Electric Holdings Company LLC, in connection with its bankruptcy plan of reorganization and its related exit financing. Vistra Energy expects 2016 adjusted free cash flow in the range of $615 million to $680 million.
2017 Guidance
Vistra Energy is initiating guidance for 2017 with an adjusted EBITDA range of $1,350 million to $1,500 million and an adjusted free cash flow range of $745 million to $925 million. The 2017 adjusted EBITDA guidance reflects a more than 8 percent increase based on the midpoint as compared to 2017 adjusted EBITDA projected by its predecessor in connection with its bankruptcy plan of reorganization and its related exit financing. The primary drivers of the projected increase are continued outperformance by TXU Energy versus previous projections, as well as enhanced support cost savings realization.
The 2017 guidance ranges reflect the impact of two planned nuclear refueling outages in 2017 versus one refueling outage in each of 2015 and 2016. Excluding the approximately $65 million impact of incremental operating and maintenance expenses related to the additional outage, the 2017 adjusted EBITDA guidance would have reflected a range of $1,415 million to $1,565 million. The 2017 guidance ranges further reflect forward price curves as of September 30, 2016 and assume certain of our coal units will operate flexibly, depending on market conditions and needs, while anticipating no coal plant retirements.
About Non-GAAP Financial Measures and Items Affecting Comparability
"Adjusted EBITDA" (EBITDA as adjusted for unrealized gains or losses from hedging activities, tax receivable agreement accretion, reorganization items, and certain other items described from time to time in Vistra Energy's earnings releases); and "adjusted free cash flow" (cash from operating activities adjusted for capital expenditures, other net investment activities, preferred stock dividends, and other items described from time to time in Vistra Energy's earnings releases), are "non-GAAP financial measures." A non-GAAP financial measure is a numerical measure of financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in Vistra Energy's consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows. Non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. Vistra Energy's non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.
Vistra Energy uses adjusted EBITDA as a measure of performance and believes that analysis of its business by external users is enhanced by visibility to both net income prepared in accordance with GAAP and adjusted EBITDA. Vistra Energy uses adjusted free cash flow as a measure of liquidity and believes that analysis of its ability to service its cash obligations is supported by disclosure of both cash provided by (used in) operating activities prepared in accordance with GAAP as well as adjusted free cash flow.
Additional Information
Vistra Energy's guidance materials will be available on the "Investor Relations" section of www.vistraenergy.com later today. Further, Vistra Energy plans to begin hosting quarterly earnings conference calls in connection with the release of its fourth quarter 2016 financial results in March 2017.
http://www.prnewswire.com/news-releases/vistra-energy-updates-2016-expectations-and-initiates-2017-guidance-300373323.html
Enterprising Investor
8 years ago
Energy giant puts old Texas power plant on the ranch market (11/29/16)
By Candace Carlisle
Texas' largest generator of electricity has put a retired power plant near Waco on the market in hopes of landing a ranch-inspired buyer in the country, including Dallas-Fort Worth.
Dallas-based Luminant, a former subsidiary of Energy Future Holdings Corp., decided to put the 1,833-acre property, known as Lake Creek Ranch, on the market for $15 million last month to feel out the ranch market, said Meranda Cohn, a Luminant spokeswoman.
"The company is always evaluating its business operations, which includes the needs for future power generation," Cohn told the Dallas Business Journal.
"While we are acquiring an air permit for the land for possible generation when wholesale power prices have improved, we think the property has some attractive commercial real estate purposes and we are exploring the market to sell the entire property," she added.
Lake Creek Ranch sits on the Lake Creek Reservoir in eastern McLennan County, which sits about 100 miles south of Dallas-Fort Worth. The ranch includes a 550-acre lake with scenic rolling terrain that is heavily wooded with oak and elm trees.
At the time the Lake Creek Reservoir was constructed in 1953 by the Austin Road Co., there was no expense spared. The recreational lake has never been officially stocked with fish, but the marketing executive says there's been an abundance of large mouth bass, catfish and bluegill in the habitat.
In 2009, Luminant retired a 1950s-era power plant that had been there for decades, clearing the bulk of the site in anticipation of bringing on a newer generation of power-generating units.
"We are trying to determine now if there's a market for it and see if selling it would be a better route," Cohn told me.
TCEH Corp. (OTCQX: THHH), the parent company of Luminant and affiliate TXU Energy, recently emerged from Chapter 11 bankruptcy as a standalone company through a tax-free spinoff from Energy Future Holdings Corp. The company was recently rebranded as Vista Energy.
Luminant is the state's largest electric power generator and TXU Energy sells retail electricity to about 1.7 million residential and business customers in Texas. The restructuring eliminated $33 million in debt.
In October, Luminant and TXU Energy announced the companies would lay off about 10 percent of its workforce or about 500 employees.
By selling the old power plant site — Lake Creek Ranch — near Waco, Luminant could raise much-needed funds, but Cohn said the company is preparing for all options.
"We haven't made a decision one way or another whether to build another plant or sell the property," she told me. "It would depend on what kind of offers we get."
Luminant has hired Dallas broker Cash McWhorter of Hortenstine Ranch Co. to market the property, which could be a hot commodity in the Lone Star state.
"In general, we're seeing a lack of supply for good quality ranches and the prices remain strong," McWhorter told the DBJ."Overall, the market is very strong."
Lake Creek Ranch could bring in buyers from throughout the country, including Dallas-Fort Worth that sits about 8 hours away from the ranch, he said.
"People want to get out of the city and sit back and enjoy nature," McWhorter said. "A lot of people have dreams of owning a piece of property in Texas that will be a place to enjoy time with friends and families."
Want to take a look at the old Luminant power plant turned Texas ranch? Check out the attached slideshow or below video.
https://player.vimeo.com/video/183935384
http://www.bizjournals.com/dallas/news/2016/11/29/luminant-puts-texas-power-plant-on-the-market.html
Enterprising Investor
8 years ago
TCEH Corp., Parent Company for Luminant and TXU Energy, Emerges from Chapter 11 as a Competitive, Well-Capitalized Company (10/04/16)
Energy Industry Veteran Curt Morgan Formally Named CEO
Restructuring Eliminates More Than $33 Billion in Debt
Benefits from Low Leverage Relative to Peer Group
Company Closes on $4.25 Billion Exit Financing Facility
DALLAS, Oct. 4, 2016 /PRNewswire/ — TCEH Corp. today announced that it and certain of its subsidiaries, including operating businesses Luminant and TXU Energy, have emerged from Chapter 11 as a standalone company effected through a tax-free spinoff from Energy Future Holdings Corp. The emergence follows satisfaction of all necessary conditions, including regulatory approvals required by EFH’s Third Amended Plan of Reorganization, which was approved by the U.S. Bankruptcy Court for the District of Delaware on August 29, 2016.
EFH and Energy Future Intermediate Holding Company LLC, which own an indirect 80 percent equity interest in Oncor, remain in Chapter 11 and are proceeding toward confirmation and emergence on a separate, standalone schedule.
Concurrent with emergence, TCEH Corp. has issued 427.5 million shares of its common stock, as well as other proceeds, to the pre-emergence first-lien creditors of Texas Competitive Electric Holdings Company LLC (“Former TCEH”). Beginning today, this common stock is publicly traded on the OTCQX market under the ticker symbol THHH.
New, Experienced Leadership
TCEH Corp. has also appointed a new board of directors consisting of Gavin Baiera, Jennifer Box, Jeff Hunter, Michael Liebelson, Cyrus Madon, Curt Morgan and Geoffrey Strong. Curt Morgan will assume responsibilities as chief executive officer of TCEH Corp., effective immediately. During his 35-year career, Mr. Morgan has held leadership responsibilities in nearly every major U.S. power market. Most recently, he had been serving as a consultant for Former TCEH’s first-lien creditors. Prior to that, he was an operating partner at Energy Capital Partners, a private equity firm focused on investing in North America’s energy infrastructure. Earlier in his career, Mr. Morgan served as the president and CEO of both EquiPower Resources Corp. and FirstLight Power Resources, Inc. He recently served as a director of Summit Midstream Partners and has held leadership positions at NRG Energy, Mirant Corporation, Reliant Energy and BP Amoco.
“TCEH Corp. emerges from the restructuring process with a superb integrated business,” said Mr. Morgan. “This includes TXU Energy and Luminant – both of which are competitive, well-resourced and positioned for continued operational excellence in the growing Texas market with a strong balance sheet and the potential for stable earnings and significant cash generation. This outcome would not have been possible without the support of key stakeholders, including the company’s valued people, customers and business partners. So while industry conditions remain challenging – and we must continue to adapt accordingly – the long-term potential of our integrated business, combining an innovative, customer-focused retail business with a safe, reliable, cost-effective generation company, is extremely powerful.”
A Well-Capitalized, Stronger Company
TCEH Corp. consists of Texas’ largest electric power generator, Luminant, and TXU Energy, a competitive retail electricity provider, with almost 17,000 megawatts of generation and 1.7 million retail customers, respectively. TCEH Corp. believes this robust operating platform is now complemented by a strong balance sheet and liquidity position, as the company has eliminated more than $33 billion of debt and other obligations through the Chapter 11 restructuring process. TCEH Corp. further benefits from very low leverage relative to its peer group at 2.3 times of gross secured debt-to-EBITDA and 1.5 times on a net basis (secured debt less cash on hand), based on the projected 2016 EBITDA as disclosed to the Bankruptcy Court in connection with the reorganization proceedings.
At emergence, the company’s available liquidity position is estimated to be approximately $1.65 billion, including $750 million of undrawn net borrowings available under the company’s new $4.25 billion exit financing facility.
About TCEH Corp.
TCEH Corp. is a premier Texas-based energy company focused on the competitive energy and power generation markets through operation as the largest generator and retailer of electricity in the growing Texas market. Our integrated portfolio of competitive businesses consists primarily of Luminant and TXU Energy. Luminant generates and sells electricity and related products from our diverse fleet of generation facilities totaling approximately 17,000 MW of generation in Texas, including 2,300 MW fueled by nuclear power, 8,000 MW fueled by coal and 6,000 MW fueled by natural gas, and it is a large purchaser of wind-generated electricity, as well. TXU Energy sells retail electricity and value-added services (primarily through our market-leading TXU Energy™ brand) to approximately 1.7 million residential and business customers in Texas.
https://www.energyfutureholdings.com/tceh-corp-parent-company-for-luminant-and-txu-energy-emerges-from-chapter-11-as-a-competitive-well-capitalized-company/
Enterprising Investor
8 years ago
NextEra to Buy Energy Future’s Oncor in $18.4 Billion Deal (7/29/16)
Sale of Texas transmissions business would help wrap up Energy Future’s bankruptcy
By Peg Brickley
NextEra Energy Inc. agreed to buy Energy Future Holdings Corp.’s stake in Oncor, in a deal that values the electricity transmissions business at $18.4 billion.
The transaction will be a crucial element in getting Energy Future—the former TXU Corp.—out of chapter 11 bankruptcy, which began in April 2014. Meanwhile, the deal for Oncor makes NextEra, of Florida, a major player in the Texas electricity market.
NextEra has been jousting with rivals for years to buy Energy Future’s 80% stake in the thriving, regulated transmissions business, which carries electricity to some 10 million Texans.
In a release, NextEra Chairman and Chief Executive Jim Robo said the Oncor name and the company’s management will remain, along with its Dallas headquarters.
“NextEra Energy shares Oncor’s strategy of making smart, long-term investments in transmission and distribution to continue to deliver affordable, reliable electric service to its customers,” Mr. Robo said.
The transaction includes the equity of the reorganized holding company Energy Future and certain of its subsidiaries as well as the majority stake in Oncor.
Other suitors included Texas’ Hunt Consolidated Inc., which was thwarted by Texas regulators in a takeover bid that had won bankruptcy court approval.
NextEra began the competition for Oncor two years ago, when Energy Future’s case was bogged down in court fights. Investors spotted the hidden value in the transmissions business, which was operating free and clear of Energy Future’s financial troubles, and was originally slated to be handed over to certain creditors in satisfaction of their debt.
Once NextEra announced it was interested in buying Oncor, Energy Future decided to invite offers for the business. NextEra continued its pursuit even after Hunt was named Energy Future’s chosen buyer.
The NextEra deal must go before the Public Utility Commission of Texas for approval, but it doesn't include the component that scuttled the Hunt takeover, which was a proposal to convert Oncor into a real-estate investment trust structure.
The deal also must be approved by a bankruptcy judge as part of Energy Future’s plan to exit bankruptcy.
Loaded with $42 billion in debt, the former TXU is splitting up in bankruptcy, using its Luminant and TXU Energy businesses to pay one major set of creditors, including senior lenders owed $24.4 billion.
NextEra has been looking to expand its footprint. It proposed buying the Hawaiian Electric Co., but two weeks ago state officials rejected NextEra’s $4.3 billion bid, saying they were unconvinced the company would help Hawaii achieve its aggressive goal of generating 100% of electricity from renewable sources by 2045.
Separately on Friday, Energy Future revealed it had received a long-awaited ruling from the Internal Revenue Service on the tax implications of the company split. The ruling means there will be no massive tax bill when Energy Future divide its businesses to get them out of bankruptcy.
The value from the Oncor deal will go to pay off other creditors. NextEra said it would fund $9.5 billion to repay Energy Future debt, an amount that will cover cash payments to some creditors. NextEra stock also will be used to pay off some debts.
Energy Future has been grappling in bankruptcy with the legacy of a leveraged buyout that piled on debt just as new technologies began to roil the energy markets. At the time of the buyout, the staid transmissions business Oncor that was so closely watched by regulators wasn't considered a prized possession.
That changed over years of market shifts, Mr. Gordon, the business school professor, said. “The regulated business was the dog of the deal when the buyout was done. But the regulation that made it the dog saved it from the market,” he said.
http://www.wsj.com/articles/nextera-to-buy-energy-futures-oncor-in-18-4-billion-deal-1469788926
Enterprising Investor
8 years ago
NextEra Said to Bid on Oncor as Berkshire, Edison Interested (6/27/16)
At least seven parties have shown interest in Texas company
Negotiations follow failed takeover by Hunt-led group
NextEra Energy Inc. has offered to buy Energy Future Holdings Corp.’s Oncor Electric Delivery Co. and is closest to reaching a deal among at least seven companies that have expressed interest in the Texas power utility, people familiar with the talks said.
NextEra has submitted its bid to Energy Future Holdings, which is working to emerge from bankruptcy after two years, according to people familiar with the talks, asking not to be identified because the information isn’t public. Berkshire Hathaway Inc. and Edison International are among the others that have expressed interest in buying Oncor. The company may be valued at $17 billion to $18 billion, one of the people said.
Energy Future is holding negotiations after a plan to sell the power utility to a group led by Hunt Consolidated Inc. unraveled. Oncor’s takeover is seen as key to Energy Future’s emergence from bankruptcy after restructuring almost $50 billion in debt.
"They are one of the premier electric utilities out there, and they show a desire for growing through acquisition," Paul Patterson, a New York-based analyst at Glenrock Associates LLC, said of NextEra in a telephone interview. "The risk-adjusted rate of return is quite attractive compared with the cost of financing the transaction in many cases."
NextEra has proposed to buy Oncor with a combination of cash and debt, the people familiar with the negotiations said. The amount offered is more than what Hunt’s group offered, one of the people said, without providing further details. Energy Future may reach a deal by early July, the people familiar with the talks said.
Hawaiian Electric
NextEra also is pursuing Hawaiian Electric Industries Inc. in a $2.6 billion tie-up, and is awaiting a decision on that takeover by Hawaii regulators.
Investors would have had to raise more than $12 billion and cancel billions in debt under the Hunt offer for Oncor, court filings show. Unlike the group led by Hunt, NextEra doesn’t plan to form a real-estate investment trust to save on taxes, the people said.
Spokesmen for Oncor, NextEra and Dallas-based Energy Future declined to comment. Warren Buffett, chairman and largest shareholder of Berkshire Hathaway, and a spokesman for Rosemead, California-based Edison International didn’t immediately respond to requests for comment.
NextEra slid 1 percent to $126.62 at 10:27 a.m. on Tuesday in New York, while Berkshire Class B shares gained 0.5 percent to $139.13 and Edison declined 2.3 percent to $74.70.
Withdrew Bid
The Hunt group withdrew its application to buy Oncor last month, saying some of the buyers wouldn’t sign off on terms set by the Public Utility Commission of Texas, including one that could have required the buyers to share potential tax savings with the utility’s ratepayers. Hunt sued the commission last week, seeking reversal of its March 24 approval setting conditions on the deal. Hunt said at the time it wants to preserve its legal rights.
Hunt has said it remains interested in Oncor and may submit a new bid if it can muster the necessary support. “Our goal is to ensure that the largest utility in Texas continues to be owned and operated by Texans for Texans,” company spokeswoman Jeanne Phillips said in an e-mailed statement Monday.
A new deal would have to be submitted to a Delaware bankruptcy court and to Texas regulators, among others, for approval. Energy Future faces a July 8 deadline to file an amended plan of reorganization for the part of its business that includes Oncor, according to Julia Winters, a Bloomberg Intelligence analyst in New York. It would make sense to reach a deal on the Oncor sale soon, she said.
"To get the plan confirmed, they would have to show they are maximizing value for creditors," Winters said in a phone interview.
http://www.bloomberg.com/news/articles/2016-06-27/nextera-said-to-bid-on-oncor-as-berkshire-edison-eye-utility
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