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MarketScreener Homepage  >  Equities  >  Nyse  >  Vistra Energy Corp.    VST

VISTRA ENERGY CORP.

(VST)
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Vistra Energy : Initial Statement of Beneficial Ownership

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10/10/2019 | 09:36am EDT

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF

SECURITIES

OMB APPROVAL

OMB Number: 3235-0104 Estimated average burden hours per response... 0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the

Investment Company Act of 1940

1. Name and Address of Reporting Person *

2. Date of Event Requiring

3. Issuer Name and Ticker or Trading Symbol

Statement (MM/DD/YYYY)

BROOKFIELD ASSET

9/30/2019

Vistra Energy Corp. [VST]

MANAGEMENT INC.

(Last)

(First)

(Middle)

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

BROOKFIELD PLACE 181 BAY

_____ Director

___X___ 10% Owner

STREET, SUITE 300 PO BOX 762

_____ Officer (give title below)

_____ Other (specify below)

(Street)

5. If Amendment, Date

6. Individual or Joint/Group Filing(Check Applicable Line)

TORONTO, A6 M5J2T3

Original Filed(MM/DD/YYYY)

___ Form filed by One Reporting Person

_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security

2. Amount of Securities

3. Ownership

4. Nature of Indirect Beneficial Ownership

(Instr. 4)

Beneficially Owned

Form: Direct

(Instr. 5)

(Instr. 4)

(D) or Indirect

(I)

(Instr. 5)

Common Stock, par value $0.01 per share

68868242 (5)

I

See Footnotes (1)(2)(3)(4)(6)(7)(8)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security

2. Date Exercisable

3. Title and Amount of

4. Conversion

5. Ownership

6. Nature of Indirect

(Instr. 4)

and Expiration Date

Securities Underlying

or Exercise

Form of

Beneficial Ownership

(MM/DD/YYYY)

Derivative Security

Price of

Derivative

(Instr. 5)

(Instr. 4)

Derivative

Security:

Security

Direct (D) or

Date

Expiration

Title

Amount or Number of

Indirect (I)

Exercisable

Date

Shares

(Instr. 5)

Explanation of Responses:

  1. See Exhibit 99.1 for text of footnote (1).
  2. See Exhibit 99.1 for text of footnote (2).
  3. See Exhibit 99.1 for text of footnote (3).
  4. See Exhibit 99.1 for text of footnote (4).
  5. See Exhibit 99.1 for text of footnote (5).
  6. See Exhibit 99.1 for text of footnote (6).
  7. See Exhibit 99.1 for text of footnote (7).
  8. See Exhibit 99.1 for text of footnote (8).

Remarks:

Due to the technical limitation on the number of reporting persons per filing, this filing is being made into four identical parts. This filing is part one of four. See Exhibit 99.2 - Joint Filer Information and Signatures.

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

OfficerOther

BROOKFIELD ASSET MANAGEMENT INC.

BROOKFIELD PLACE 181 BAY STREET

X

SUITE 300 PO BOX 762

TORONTO, A6 M5J2T3

Brookfield Private Equity Direct Investments Holdings LP

BROOKFIELD PLACE

X

200 VESEY STREET

NEW YORK, NY 10281-1023

Titan Co-Investment GP, LLC

BROOKFIELD PLACE

X

250 VESEY STREET

NEW YORK, NY 10281-1023

Brookfield Private Equity Group Holdings LP

BROOKFIELD PLACE

X

181 BAY STREET, SUITE 300

TORONTO, A6 M2J2T3

Brookfield Capital Partners Ltd.

BROOKFIELD PLACE

X

181 BAY STREET, SUITE 300

TORONTO, A6 M2J2T3

Brookfield Holdings Canada Inc.

BROOKFIELD PLACE

X

181 BAY STREET, SUITE 300

TORONTO, A6 M5J2T3

Brookfield US Inc.

BROOKFIELD PLACE

X

200 VESEY STREET

NEW YORK, NY 10281-1023

Brookfield Titan Holdings LP

BROOKFIELD PLACE

X

200 VESEY STREET

NEW YORK, NY 10281-1023

Partners Ltd

BROOKFIELD PLACE

X

181 BAY STREET, SUITE 300

TORONTO, A6 M5J2T3

Brookfield Private Equity Inc.

BROOKFIELD PLACE

X

181 BAY STREET, SUITE 300

TORONTO, A6 M2J2T3

Signatures

/s/ Katayoon Sarpash, Vice President

10/9/2019

**Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 5(b)(v).
  • Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Exhibit 99.1

Name and Address of Reporting Person:

Brookfield Asset Management Inc.

Brookfield Place

181 Bay Street, Suite 300 PO Box 762

Toronto, CAN M5J2T3

Issuer Name and Ticker or Trading Symbol:

Vistra Energy Corp. [VST]

Date of Event Requiring Statement

(Month/Day/Year):

September 30, 2019

  1. This Form 3 is being jointly filed by and on behalf of each of the following persons (each a "Reporting Person"): Brookfield Titan Holdings LP ("Titan Holdings"); Titan Co-Investment-RBS, L.P. ("Titan RBS"); Titan Co-Investment-AC, L.P. ("Titan AC"); Titan Co-Investment-CN, L.P. ("Titan CN"); Titan Co-Investment-DS, L.P. ("Titan DS"); Titan Co-Investment-FN, L.P. ("Titan FN"); Titan Co-Investment-GLH, L.P. ("Titan GLH"); Titan Co-Investment-HI, L.P. ("Titan HI"); Titan Co-Investment-ICG, L.P. ("Titan ICG"); Titan Co-Investment-LB, L.P. ("Titan LB"); Titan Co-Investment-MCG, L.P. ("Titan MCG"); Titan Co-Investment-MRS, L.P. ("Titan MRS" and together with Titan AC, Titan CN, Titan DS, Titan FN, Titan GLH, Titan HI, Titan ICG, Titan LB, Titan MCG and Titan RBS, the "Titan Vehicles"); Titan Co-Investment GP, LLC ("Titan Co-Invest"); BCP Titan Aggregator, L.P. ("Aggregator"); BCP Titan Sub Aggregator, L.P. ("Sub Aggregator" and together with Aggregator, the "Aggregator Vehicles" and together with Titan Holdings and the Titan Vehicles, the "Investment Vehicles"); Brookfield Asset Management ("BAM"); Partners Limited ("Partners"); Brookfield Private Equity Inc. ("BPE"); (Brookfield US Inc. ("BUSI"); Brookfield Private Equity Direct Investments Holdings LP ("BPE DIH"); Brookfield Private Equity Group Holdings LP ("BPEGH"); Brookfield Capital Partners Ltd. ("BCPL"); Brookfield Holdings Canada Inc. ("BHC"); Brookfield Private Funds Holdings Inc. ("BPFH"); Brookfield Canada Adviser, LP ("BCA"); Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. ("BAMPIC"); Oaktree Capital Management, L.P. ("Oaktree Management"); Oaktree Holdings, Inc. ("Oaktree Holdings"); Oaktree Capital Group, LLC ("OCG"); and Oaktree Capital Group Holdings GP, LLC ("OCG GP" and together with Oaktree Management, Oaktree Holdings and OCG, "Oaktree").
  2. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
  3. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein. In accordance with Instruction 5(b)(iv), the entire amount of the Common Stock held by the Investment Vehicles and certain managed funds and accounts affiliated with Oaktree is reported herein.
  4. On September 30, 2019, Brookfield acquired approximately 61.2% of Oaktree's business, including all of the outstanding OCG class A units and approximately 20% of the class A units owned by Oaktree Capital Group Holdings, Inc. pursuant to that certain Agreement and Plan of Merger, dated as of March 13, 2019, by and among OCG, BAM and other parties thereto.
  5. Represents: 23,590,052 shares of Common Stock owned by Titan Holdings, including 772,128 shares of Common Stock representing Titan Holdings' interest in Longhorn; 228,500 shares of Common Stock owned by Titan RBS, including 29,563 shares of Common Stock representing Titan RBS's interest in Longhorn Capital GS L.P. ("Longhorn"); 2,033,745 shares of Common Stock owned by Titan AC, including 130,445 shares of Common Stock representing Titan AC's interest in Longhorn; 641,474 shares of Common Stock owned by Titan CN, including 109,076 shares of Common Stock representing Titan CN's interest in Longhorn; 141,767 shares of Common Stock owned by Titan DS, including 1,929 shares of Common Stock representing Titan DS's interest in Longhorn; 258,758 shares of Common Stock owned by Titan FN, including 35,374 shares of Common Stock representing Titan FN's interest in Longhorn; 258,758 shares of Common Stock held directly by Titan GLH, including 35,374 shares of Common Stock representing Titan GLH's interest in Longhorn; 2,666,345 shares of Common Stock owned by Titan HI, including 74,744 shares of Common Stock representing Titan HI's interest in Longhorn; 669,021 shares of Common Stock owned by Titan ICG, including 105,183 shares of Common Stock representing Titan ICG's interest in Longhorn; 283,533 shares of Common Stock owned by Titan LB, including 3,858 shares of Common Stock representing Titan LB's interest in Longhorn; 269,579 shares of Common Stock owned by Titan MCG, including 25,366 shares of Common Stock representing Titan MCG's interest in Longhorn; 570,534 shares of Common Stock owned by Titan MRS, including 7,884 shares of Common Stock representing Titan MRS's interest in Longhorn; 4,505,400 shares of Common Stock owned by Aggregator; 5,472,721 shares of Common Stock owned by Sub-Aggregator, including 679,402 shares of Common Stock representing Sub Aggregator's interest in Longhorn; and 27,278,055 shares of Common Stock directly owned by certain managed funds and accounts affiliated with Oaktree.
  1. Each of BPE DIH, as a limited partner of Titan Holdings, BPEGH, as a limited partner of Titan Holdings and each of the Titan Vehicles, BPE, as the general partner of BPE DIH and BPEGH, Titan Co-Invest, as the general partner of each of the Investment Vehicles, BPEH, as an shareholder of Titan Co-Invest, BUSI, as shareholder of BPE, BHC, as indirect shareholder of BUSI, BAM, as limited partner of BPE, shareholder of BHC, and Partners, as shareholder of BAM, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the securities directly beneficially owned by Titan Holdings and/or the Titan Vehicles. Each of BPE DIH, BPEGH, BPE, Titan Co-Invest, BPEH, BUSI, BHC, BAM and Partners disclaims beneficial ownership of all securities that are beneficially owned by Titan Holdings and/or the Titan Vehicles, except to the extent of any indirect pecuniary interest therein.
  2. Each of BCPL and BAMPIC, as indirect owners of Longhorn and the Aggregator Vehicles, BCA, as limited partner of BAMPIC, BPFH, as limited partner of BCA, BHC, as shareholder of BPFH, BAM, as shareholder of BHC, and Partners, as shareholder of BAM, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the securities directly beneficially owned by the Aggregator Vehicles or Longhorn. Each of BCPL, BAMPIC, BCA, BPFH, BHC, BAM and Partners disclaims beneficial ownership of all securities that are beneficially owned by the Aggregator Vehicles and/or Longhorn, except to the extent of any indirect pecuniary interest therein.
  3. Each of BAM, as a direct owner of BHC and an indirect owner of OCG, the sole shareholder of Oaktree Holdings, the general partner of Oaktree Management, and OCGH GP, as the duly elected manager of OCG, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the securities directly beneficially owned by certain managed funds and accounts affiliated with Oaktree. Each of BAM, BHC, OCG, Oaktree Holdings, Oaktree Management and OCGH GP disclaims beneficial ownership of any securities that are beneficially owned by certain managed funds and accounts affiliated with Oaktree, except to the extent of any pecuniary interest therein.

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:

Partners Limited

Address of Joint Filer:

c/o Brookfield Asset Management Inc.

Brookfield Place

181 Bay Street, Suite 300

Toronto A6 M5J2T3

Relationship of Joint Filer to Issuer:

10% Owner

Issuer Name and Ticker or Trading Symbol:

Vistra Energy Corp. [NYSE: VST]

Date of Event Requiring this Statement

(Month/Day/Year):

9/30/2019

Designated Filer:

Brookfield Asset Management Inc.

Signature:

/s/ Brian Lawson

Name: Brian Lawson

Title: President

Date:

October 9, 2019

1

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Vistra Energy Corporation published this content on 10 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 October 2019 13:35:01 UTC

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