UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-K/A
(Amendment No. 1)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018
— OR —
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number001-38086
Vistra Energy Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 36-4833255 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 6555 Sierra Drive, Irving, Texas 75039 | (214)812-4600 | |
| (Address of principal executive offices) (Zip Code) | (Registrant’s telephone number, including area code) | |
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 | ||
| 7.00% tangible equity units | DYNC | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||
| Non-Accelerated filer | ☐ | Smaller reporting company | ☐ | |||||
| 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. ☐
As of June 30, 2018, the aggregate market value of the Vistra Energy Corp. common stock held bynon-affiliates of the registrant was $8,592,448,694 based on the closing sale price as reported on the New York Stock Exchange.
Indicate by check mark if the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒
As of February 25, 2019, there were 485,894,408 shares of common stock, par value $0.01, outstanding of Vistra Energy Corp.
Documents Incorporated by Reference
Portions of the proxy statement for the registrant’s 2019 annual meeting of stockholders are incorporated in Part III of this Annual Report onForm 10-K.
EXPLANATORY NOTE
This Amendment No. 1 (“Amendment”) to the Annual Report on Form10-K of Vistra Energy Corp. (the “Company”) for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission (the “Commission”) on February 28, 2019 (the “Original10-K”), is being filed for the purpose of updating Exhibits 31.1, 31.2, 32.1 and 32.2 (the “Original Exhibits”), which, due to an administrative error, were inadvertently filed as the respective exhibits from the Company’s previous Annual Report on Form10-K for the fiscal year ended December 31, 2017, as filed with the Commission on February 26, 2018. As a result, this Amendment contains only the cover page to this Form10-K/A, this Explanatory Note, Item 6, the Signature Page and the new certifications by the Company’s principal executive officer and principal financial officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, which are filed herewith as exhibits to this Amendment. No other changes have been made to the Form10-K.
Except as noted above, this Amendment does not amend, modify or otherwise update in any way the financial position, results of operations, cash flows or other disclosures in, or exhibits to, the Original Form10-K, nor does it reflect events occurring after the filing of the Original Form10-K. Accordingly, this Amendment should be read in conjunction with the Original10-K and the Company’s other filings with the SEC. The filing of this Amendment is not an admission that the Original Form10-K, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.
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PART IV
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
| (a) | All other documents and schedules have been omitted as they were not applicable to this Amendment No. 1. |
| (b) | Exhibits filed or furnished as part of Part IV are: |
| Exhibits | Previously Filed With File Number* | As Exhibit | Description | |||||
| (31) | Rule13a-14(a) /15d-14(a) Certifications | |||||||
| 31.1 | ** | — | Certification of Curtis A. Morgan, principal executive officer of Vistra Energy Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||
| 31.2 | ** | — | Certification of David A. Campbell, principal financial officer of Vistra Energy Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||
| (32) | Section 1350 Certifications | |||||||
| 32.1 | ** | — | Certification of Curtis A. Morgan, principal executive officer of Vistra Energy Corp., pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| 32.2 | ** | — | Certification of David A. Campbell, principal financial officer of Vistra Energy Corp., pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| * | Incorporated herein by reference |
| ** | Filed herewith |
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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 ENERGY CORP. | ||||||
| Date: July 19, 2019 | By: | /s/ Christy Dobry | ||||
| Name: | Christy Dobry | |||||
| Title: | Vice President and Controller | |||||
| (Principal Accounting Officer) | ||||||
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