Dynegy tangible equity units to settle in Vistra stock after merger

By Marisa Wong

Morgantown, W.Va., April 9 – Vistra Energy Corp. announced that a merger event occurred under Dynegy Inc.’s 7% tangible equity units and that the units will now be settled in shares of Vistra common stock instead of Dynegy common stock.

On Monday Vistra completed its acquisition of Dynegy. As a result of the merger, each share of Dynegy common stock, excluding shares owned by Vistra, held in treasury by Dynegy, or owned by their respective wholly owned subsidiaries, was converted into a right to receive 0.652 of a share of Vistra common stock.

In addition, Vistra assumed all of Dynegy’s obligations under the purchase contract agreement dated June 21, 2016, under which Dynegy had previously issued the prepaid stock purchase contracts that form a component part of its 4.6 million 7% tangible equity units.

Following the merger, the units will continue to trade on the New York Stock Exchange under their current ticker symbol “DYNC.”

However, because the merger constitutes a merger event under the purchase contract agreement, the right to settlement of each tangible equity unit into shares of Dynegy common stock will be changed into a right of settlement into shares of Vistra common stock.

From and after the effective time of the merger, the adjusted minimum settlement rate will be 3.2731 shares of Vistra common stock, and the adjusted maximum settlement rate will be 4.0421 shares of Vistra common stock, in each case subject to further adjustment from time to time as provided in the purchase contract agreement.

This adjustment effectively changes the reference price per share to $24.7393 from $16.13 and the threshold appreciation price to $30.5521 from $19.92.

Houston-based Dynegy is a producer and marketer of electric energy. Vistra is an integrated power company based in Irving, Texas.

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