|
Series A Junior
Subordinated Notes due 2057
|
Series B Junior
Subordinated Notes due 2057
|
|||
|
Issuer:
|
Vistra Operations Company LLC
|
Vistra Operations Company LLC
|
||
|
Guarantor:
|
Vistra Corp.
|
Vistra Corp.
|
||
|
Principal Amount:
|
$850,000,000
|
$650,000,000
|
||
|
Expected Ratings*
(Moody’s/S&P/Fitch):
|
Ba2 (Stable) / BB (Stable) / BB (Stable)
|
Ba2 (Stable) / BB (Stable) / BB (Stable)
|
||
|
Trade Date:
|
September 10, 2026
|
September 10, 2026
|
||
|
Settlement Date
(T+10)**:
|
September 24, 2026
|
September 24, 2026
|
||
|
Final Maturity Date:
|
March 15, 2057
|
March 15, 2057
|
||
|
Interest Payment Dates:
|
March 15 and September 15
|
March 15 and September 15
|
||
|
Record Dates for
Interest Payment:
|
Close of business on the immediately preceding March 1 or September 1, as applicable, whether or not a Business Day.
|
Close of business on the immediately preceding March 1 or September 1, as applicable, whether or not a Business Day.
|
||
|
First Interest Payment
Date:
|
March 15, 2027
|
March 15, 2027
|
||
|
Interest Rate:
|
From and including the original issuance date to, but excluding, March 15,
2032 (the First Series A Reset Date) at the rate of 7.000% per year. From and including the First Series A Reset Date, during each Reset Period, at a rate per
year equal to the Five-year U.S. Treasury Rate as of the most recent Reset Interest Determination Date plus a spread of 2.253%, to be reset on each Series A Reset Date; provided, that the interest rate during any Reset Period will not
reset below 7.000%
|
From and including the original issuance date to, but excluding, March 15,
2037 (the First Series B Reset Date) at the rate of 7.250% per year. From and including the First Series B Reset Date, during each Reset Period, at a rate per
year equal to the Five-year U.S. Treasury Rate as of the most recent Reset Interest Determination Date plus a spread of 2.296%, to be reset on each Series B Reset Date; provided, that the interest rate during any Reset Period will not
reset below 7.250%
|
||
|
Optional Deferral of
Interest:
|
Up to 10 consecutive years per deferral
|
Up to 10 consecutive years per deferral
|
||
|
Optional Redemption:
|
In whole or in part on one or more occasions at a price equal to 100% of the principal amount being redeemed, plus accrued and unpaid interest to,
but excluding, the redemption date (i) on any day in the period commencing on the date falling 90 days prior to the First Series A Reset Date and ending on and including the First Series A Reset Date and (ii) after the First Series A Reset
Date, on any interest payment date
|
In whole or in part on one or more occasions at a price equal to 100% of the principal amount being redeemed, plus accrued and unpaid interest to,
but excluding, the redemption date (i) on any day in the period commencing on the date falling 90 days prior to the First Series B Reset Date and ending on and including the First Series B Reset Date and (ii) after the First Series B Reset
Date, on any interest payment date
|
|
Tax Event Redemption:
|
In whole, but not in part, at 100% of the principal amount being redeemed, plus accrued and unpaid interest to, but excluding, the redemption
date, at any time following the occurrence and during the continuance of a Tax Event
|
In whole, but not in part, at 100% of the principal amount being redeemed, plus accrued and unpaid interest to, but excluding, the redemption
date, at any time following the occurrence and during the continuance of a Tax Event
|
||
|
Tax Credit Event Call:
|
In whole, but not in part, at 101% of the principal amount being redeemed, plus accrued and unpaid interest to, but excluding, the redemption
date, at any time following the occurrence and during the continuance of a Tax Credit Event (any notice of redemption may only be issued by the later of (a) December 31, 2026 and (b) six months from the date of issuance)
|
In whole, but not in part, at 101% of the principal amount being redeemed, plus accrued and unpaid interest to, but excluding, the redemption
date, at any time following the occurrence and during the continuance of a Tax Credit Event (any notice of redemption may only be issued by the later of (a) December 31, 2026 and (b) six months from the date of issuance)
|
||
|
Rating Agency Event
Redemption:
|
In whole, but not in part, at 102% of the principal amount being redeemed, plus accrued and unpaid interest to, but excluding, the redemption
date, at any time following the occurrence and during the continuance of a Rating Agency Event
|
In whole, but not in part, at 102% of the principal amount being redeemed, plus accrued and unpaid interest to, but excluding, the redemption
date, at any time following the occurrence and during the continuance of a Rating Agency Event
|
||
|
Change of Control
Triggering Event
Redemption:
|
In whole, but not in part, at 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date, at any time
following the occurrence of a Change of Control Event. If no Change of Control Redemption is made by the issuer within the time periods specified in the issuer’s preliminary prospectus supplement following a Change of Control Triggering
Event, and the issuer has not otherwise given a redemption notice to holders of all outstanding notes, the per annum rate of interest payable will be increased by an additional 5% from and including the date on which the applicable notice
of a Change of Control Triggering Event is sent to holders
|
In whole, but not in part, at 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date, at any time
following the occurrence of a Change of Control Event. If no Change of Control Redemption is made by the issuer within the time periods specified in the issuer’s preliminary prospectus supplement following a Change of Control Triggering
Event, and the issuer has not otherwise given a redemption notice to holders of all outstanding notes, the per annum rate of interest payable will be increased by an additional 5% from and including the date on which the applicable notice
of a Change of Control Triggering Event is sent to holders
|
||
|
Price to Public:
|
100.000% of the principal amount
|
100.000% of the principal amount
|
||
|
Proceeds to Issuer
Before Expenses:
|
99.000% of the principal amount
|
99.000% of the principal amount
|
||
|
CUSIP/ISIN:
|
92840V BE1 / US92840VBE11
|
92840V BF8 / US92840VBF85
|
|
Joint Book-Running
Managers:
|
Barclays Capital Inc., BofA Securities, Inc., Mizuho Securities USA LLC,
MUFG Securities Americas Inc., Truist Securities, Inc., BBVA Securities Inc., BMO Capital Markets Corp., Citigroup Global Markets Inc., Credit Agricole
Securities (USA) Inc., Goldman Sachs & Co. LLC, J.P. Morgan
Securities LLC, Morgan Stanley & Co. LLC, Natixis Securities Americas LLC, PNC Capital Markets LLC, RBC Capital Markets, LLC, Santander US Capital Markets LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., SG Americas Securities, LLC, Wells Fargo Securities, LLC,
KeyBanc Capital Markets Inc. and U.S. Bancorp Investments, Inc.
|
| * |
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
|
| ** |
We expect to deliver the notes against payment for the notes on or about September 24, 2026, the tenth business day following the date of the pricing of the notes. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required
to settle in one business day, unless the parties to such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the first business day before the delivery of the notes will be required to specify
alternative settlement arrangements to prevent a failed settlement. Purchasers of the notes who wish to trade notes prior to the first business day before the delivery of the notes should consult their own advisors.
|