Vistra Corp. 8-K

What Happened

• Vistra Corp. (through subsidiary Vistra Operations Company LLC) announced on January 22, 2026 the completion of a private offering of $2.250 billion aggregate principal amount of senior secured notes. The offering consists of $1.0 billion of 4.700% senior secured notes due January 31, 2031 and $1.250 billion of 5.350% senior secured notes due January 31, 2036. The notes were sold to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S and were issued under the company’s existing indenture as supplemented by a Twenty-Third Supplemental Indenture.

Key Details

• Issuer: Vistra Operations Company LLC (indirect, wholly owned subsidiary of Vistra Corp.). Subsidiary guarantors provide full and unconditional guarantees.
• Net proceeds: approximately $2.225 billion after fees, commissions and original issue discount. Proceeds will be used to fund part of the previously announced acquisition of Cogentrix Energy, for general corporate purposes (including potential debt repayment), and to pay offering fees and expenses.
• Interest and maturity: 4.700% coupon (2031 notes) and 5.350% coupon (2036 notes); interest accrues from Jan 22, 2026 and is payable Jan 31 and July 31 each year beginning July 31, 2026. Maturities on Jan 31, 2031 and Jan 31, 2036.
• Security and protections: notes are secured by a first‑priority lien on substantially the same collateral pledged under the company’s credit agreement (including significant property, assets and stock). Collateral can be released if Vistra’s senior unsecured long‑term debt obtains investment‑grade ratings from two of three rating agencies, subject to reversion on downgrade/withdrawal. Change‑of‑control/downgrade repurchase is 101% of principal plus accrued interest; limited tax‑related repurchase rights at 101% under specified foreign‑entity rules.

Why It Matters

• This transaction increases Vistra’s secured indebtedness while providing roughly $2.225B of immediate funding, primarily to support the Cogentrix acquisition and corporate needs. For investors, key considerations include the added secured debt on company collateral, the coupons and maturities (2031 and 2036), and protections that could trigger repurchase on a change of control plus downgrade. The indenture and security terms may affect Vistra’s leverage profile and creditor priorities relative to unsecured holders.