UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 21, 2020
VISTRA CORP.
(Exact name of registrant as specified in its charter)
Delaware | 001-38086 | 36-4833255 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
6555 Sierra Drive Irving, TX | 75039 | |||
(Address of principal executive offices) | (Zip Code) |
(214) 812-4600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.l4a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common stock, par value $0.01 per share | VST | New York Stock Exchange | ||
Warrants | VST.WS.A | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. | Entry into a Material Definitive Agreement. |
Accounts Receivable Facility Joinders and Amendments
In connection with the existing accounts receivable securitization facility (the “AR Facility”), on December 21, 2020, TXU Energy Receivables Company LLC (“TXU Receivables”), a wholly owned subsidiary of TXU Energy Retail Company LLC (“TXU Retail”), and Vistra Operations Company LLC (“Vistra Operations”) entered into an amendment (the “RPA Amendment”) to the Receivables Purchase Agreement, dated as of August 21, 2018 (as amended, supplemented or otherwise modified from time to time, the “RPA”), among TXU Receivables, as seller, TXU Retail, as servicer, Vistra Operations, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator (the “Administrator”), which amends certain provisions, including increasing the commitment of the purchasers to purchase interests in the receivables under the RPA from $450 million to $500 million for the remaining term of the RPA.
In connection with the RPA Amendment, (i) Ambit Texas, LLC (“Ambit”), TriEagle Energy LP (“TriEagle”) and Value Based Brands LLC (“VBB”, together with Ambit and TriEagle, the “Joining Originators”), each wholly owned indirect subsidiaries of Vistra Operations, entered into joinders, pursuant to which the Joining Originators (x) became originators under the PSA (defined below), (y) automatically became beneficiaries of the existing subordinated note (the “Subordinated Note”) made by TXU Receivables in favor of TXU Retail, as servicer, on behalf of the originators under the PSA (defined below) and (z) have sold and will continue to sell receivables to TXU Receivables, and (ii) TXU Receivables, TXU Retail, Dynegy Energy Services, LLC (“Dynegy”), Dynegy Energy Services (East), LLC (“Dynegy (East)” and the Joining Originators entered into an amendment (the “PSA Amendment” and together with the RPA Amendment, the “Receivable Amendments”) to the Purchase and Sale Agreement, dated as of August 21, 2018 (as amended, supplemented or otherwise modified from time to time, the “PSA”), among TXU Receivables, TXU Retail and certain originators named therein.
A copy of the PSA Amendment is included as Exhibit 4.1 to this Current Report and is incorporated herein by reference. A copy of the RPA Amendment is included as Exhibit 4.2 to this Current Report and is incorporated herein by reference. The above description of the Receivable Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of each Receivable Amendment.
Repurchase Facility Joinder
In connection with the existing repurchase facility, on December 21, 2020, each of the Joining Originators, together with TXU Retail, as seller party agent, Vistra Operations, as guarantor, and MUFG Bank, Ltd. (“MUFG”), as buyer, entered into a Joinder Agreement (the “Joinder Agreement”), whereby each Joining Originator (i) became party to that certain Master Framework Agreement, dated as of October 9, 2020 (as amended, supplemented or otherwise modified from time to time, the “Framework Agreement”), by and among TXU Retail, Dynegy, Dynegy East and MUFG and (ii) granted MUFG a security interest in the Subordinated Note to secure its obligations under the Framework Agreement. Pursuant to the Joinder Agreement, Vistra Operations has agreed to guaranty the obligations of the Joining Originators under the Framework Agreement.
A copy of the Joinder Agreement is included as Exhibit 10.1 to this Current Report and is incorporated herein by reference. The above description of the Joinder Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Joinder Amendment.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 concerning the Company’s direct financial obligations under Item 1.01 of this Current Report is incorporated by reference herein.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Vistra Corp. | ||||||
Dated: December 28, 2020 | /s/ Kristopher E. Moldovan | |||||
Name: | Kristopher E. Moldovan | |||||
Title: | Senior Vice President and Treasurer |