Vistra Energy tallies early results in oversubscribed tender offers

By Susanna Moon

Chicago, Aug. 21 – Vistra Energy Corp. announced the early results of its oversubscribed tender offers for five series of notes as of 5 p.m. ET on Aug. 20.

The capped tender offer began Aug. 7 and then later the same day the maximum purchase price excluding accrued interest was then increased by $200 million to $1.7 billion after the company upsized its concurrent offering of new eight-year 5½% notes to $1 billion from talk at $800 million, as previously reported.

Settlement is expected to occur on Aug. 22, with the financing condition to be met the same day.

The offer had been set to remain open until 12 a.m. ET on Sept. 4.

Vistra plans to accept for purchase all tendered notes for the first three series, some of the fourth series on a prorated basis and none of the fifth series, according to a company update on Tuesday.

The breakdown for the accepted notes is as follows with the total purchase price for each $1,000 principal amount of notes and the notes listed in order of priority acceptance levels:

• $683,772,000 of the $850 million of 8 1/8% senior notes due 2026 with total purchase price of $1,115;

• $163,029,797 of the $188,237,672 of 8.034% senior notes due 2024 with total purchase price of $1,062.50;

• $668,686,000 of the $750 million of 8% senior notes due 2025 with total purchase price of $1,100;

• $26,624,000 of the $1.25 billion of 7 5/8% senior notes due 2024 with total purchase price of $1,082.50; and

• None of the $1.75 billion of 7 3/8% senior notes due 2022 with total purchase price of $1,045.

The total amount includes an early tender premium of $30.00 per $1,000 principal amount of notes tendered by the early deadline.

Holders will also receive accrued interest up to but excluding the settlement date.

Along with the tender offers, the company was soliciting consents to amend the note indenture to eliminate substantially all of the restrictive covenants and certain events of default and to strike the requirement that the company begin an offer to issue registered securities in exchange for the 2026 notes, according to an earlier announcement.

The company said it secured the needed consents to amend the indentures for the 2026 notes, the 8.034% 2024 notes and the 2025 notes, as well as the registration rights agreement for the 2026 notes.

Vistra Energy Corp. is successor in interest to Dynegy Inc. as a result of their merger, which closed on April 9, the release noted.

The proposed amendments require consents from holders of a majority of the outstanding notes.

No separate consent fee is being paid in the solicitation.

The tender offers are conditioned on the company closing its offering of senior notes due 2026 and an accounts receivable securitization program of $300 million.

The offers are not contingent upon the tender of any minimum amount of notes, the completion of any other offer for any other series or obtaining any required consents, the company previously said.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) is the lead dealer manager and solicitation agent. Global Bondholder Services Corp. (212 430-3774 or 866 470-3900) is the depositary and information agent.

Vistra is a power company based in Irving, Texas.

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