UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-Q/A
(Amendment No. 2)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019
— 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) | |
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 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 such files). Yes ☒ No ☐
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 |
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. ☐
Indicate by check mark if the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒
As of April 30, 2019, there were 482,614,988 shares of common stock, par value $0.01, outstanding of Vistra Energy Corp.
EXPLANATORY NOTE
Vistra Energy Corp. (the “Company”) is filing this Amendment No. 2 to Form10-Q (this “Amendment”) to amend its Quarterly Report onForm 10-Q for the quarterly period ended March 31, 2019, originally filed with the Securities and Exchange Commission (the “Commission”) on May 3, 2019, as amended by the Amendment No. 1 to Form10-Q filed with the Commission on May 13, 2019 (as amended, the “Form10-Q”).
This Amendment is being filed solely to include a portion of the text required in paragraph 4 of the Section 302 certifications that was inadvertently omitted from Exhibits 31.1 and 31.2 in the original filing of the Form10-Q. As a result, this Amendment contains only the cover page to this Form10-Q/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 theForm 10-Q.
Except as described above, this Amendment does not alter or affect any other part or other information set forth in the Form10-Q. This Amendment does not reflect events that may have occurred subsequent to the filing of the original Form10-Q or modify or update in any way disclosures made in the original Form10-Q. Accordingly, this Amendment should be read in conjunction with the original Form10-Q and the Company’s other filings with the SEC. The filing of this Amendment is not an admission that the original Form10-Q, 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 II. OTHER INFORMATION
| Item 6. | EXHIBITS |
| (a) | All other documents and schedules have been omitted as they were not applicable to this Amendment No. 2. |
| (b) | Exhibits filed or furnished as part of Part II are: |
| Exhibits | Previously Filed With File | 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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