UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 11, 2023
VISTRA CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38086 | 36-4833255 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
6555 Sierra Drive Irving, TX | 75039 | |
| (Address of principal executive offices) | (Zip Code) |
(214) 812-4600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.l4a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading | 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 |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
Accounts Receivable Securitization Facility
On July 11, 2023, TXU Energy Retail Company LLC (“TXU Retail”), TXU Energy Receivables Company LLC (“TXU Receivables”), a wholly owned subsidiary of TXU Retail, and Vistra Operations Company LLC (“Vistra Operations”), each of which are indirect, wholly owned subsidiaries of Vistra Corp., entered into an amendment (the “RPA Amendment”) to the Receivables Purchase Agreement dated as of August 21, 2018 (as amended, supplemented or otherwise modified from time to time, the “RPA”) among TXU Receivables, as seller, TXU Retail, as servicer, Vistra Operations, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator. The RPA Amendment amends certain provisions of the RPA, including extending the term of the RPA until July 11, 2024 and increasing the aggregate commitment of the committed purchasers from a seasonally adjusted purchase limit range of $600 to $750 million, to a fixed purchase limit of $750 million across all periods of the term on and after the settlement date occurring in July 2023.
A copy of the RPA Amendment is included as Exhibit 4.1 to this Current Report and is incorporated herein by reference. The above description of the RPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the RPA Amendment.
Repurchase Facility
On July 11, 2023, TXU Retail, as seller and seller party agent, Vistra Operations, as guarantor, the originators named therein (collectively with TXU Retail, the “Originators”), and MUFG Bank, Ltd., as buyer (“Buyer”), entered into an amendment (the “Framework Amendment”) to the Master Framework Agreement, dated as of October 9, 2020 (as amended, supplemented or otherwise modified from time to time, the “MFA”), among TXU Retail, the Originators, and Buyer. The Framework Amendment amends certain provisions of the MFA, including extending the term of the MFA until July 11, 2024.
Additionally, on July 11, 2023, TXU Retail, as seller and MUFG, as buyer, entered into an amendment (the “Repurchase Amendment”) to the Master Repurchase Agreement, dated as of October 9, 2020, between TXU Retail and MUFG. The Repurchase Amendment amended the definition of “Pricing Rate” from SOFR plus 1.25% to SOFR plus 1.50%.
Copies of the Framework Amendment and Repurchase Amendment are included as Exhibits 10.1 and 10.2, respectively, to this Current Report and are incorporated herein by reference. The above descriptions of the Framework Amendment and Repurchase Amendment do not purport to be complete and are qualified in its entirety by reference to the full text of the Framework Amendment and Repurchase Amendment.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| * | Certain annexes and schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Vistra agrees to furnish supplementally a copy of any omitted annexes or schedule to the SEC upon its request. |
SIGNATURES
Pursuant to the requirements 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 Corp. | ||||||
| Dated: July 17, 2023 | /s/ William M. Quinn | |||||
| Name: | William M. Quinn | |||||
| Title: | Senior Vice President and Treasurer | |||||