Vistra Corp. 8-K

What Happened
Vistra Corp. announced on Jan 5, 2026 (agreements dated Dec 31, 2025) that its subsidiary Vistra Operations Company LLC entered a Purchase and Sale Agreement to acquire 100% of Q‑Generation, LLC, and concurrent merger agreements to effect related corporate steps. Consideration at closing is approximately $2.3 billion in cash (net of adjustments for assumption of an estimated $1.5 billion of the target’s indebtedness) plus 5,000,000 shares of Vistra common stock valued at $185 per share. Vistra expects to finance the cash portion with debt and has a commitment letter with Goldman Sachs Bank USA for up to ~$2.0 billion of 364‑day senior secured bridge loans.

Key Details

• Transaction agreements executed Dec 31, 2025; press release filed Jan 5, 2026.
• Cash Consideration: approximately $2.3 billion (subject to working capital, cash and indebtedness adjustments).
• Stock Consideration: 5,000,000 Vistra shares valued at $185/share (≈ $925M). Vistra will register these shares for resale after closing; seller agreed to a ~3‑month transfer restriction.
• Bridge financing: commitment letter with Goldman Sachs for up to ~$2.0 billion in senior secured 364‑day bridge loans to help fund the deal.
• Closing is subject to customary conditions, including FERC approval, expiration/termination of HSR waiting periods, and specified state regulatory approvals (New Hampshire Site Evaluation Committee, Texas PUCT, Connecticut PURC). Termination date is Dec 31, 2026 (with limited extensions).
• Reverse termination fees: ~$77.8M under the Purchase Agreement and ~$72.2M under the Merger Agreement; buyer’s monetary liability is capped accordingly.

Why It Matters
This is a material acquisition for Vistra involving significant cash and debt financing plus issuance of common stock. The bridge loan commitment indicates near‑term debt will likely increase until permanent financing is secured. The deal requires multiple federal and state regulatory approvals, so timing and completion are uncertain. If completed, the transaction will change Vistra’s capital structure and dilute existing shareholders modestly via the 5M share issuance; Vistra will register those shares for resale, which affects liquidity and potential market supply. Investors should watch for regulatory milestones, final financing details, and the formal closing.