Vistra Corp. (NYSE:VST) executed a definitive agreement to acquire Energy Harbor Corp. (OTCPK:ENGH) from Avenue Capital Group, Nuveen Asset Management LLC and others on March 6, 2023. Vistra will form a new subsidiary holding company, referred to generally as Vistra Vision, which will own all of Vistra's nuclear and retail businesses, as well as Vistra Zero assets. At closing of the transaction, Energy Harbor will merge with and into a subsidiary of Vistra, thereby becoming a wholly owned subsidiary of Vistra Vision. Total compensation will consist of $3 billion cash and a 15% equity interest in Vistra Vision. Most Energy Harbor shareholders will receive cash at closing, and the two largest shareholders, Avenue Capital Group and Nuveen, will receive a combination of cash and the 15% ownership interest. In addition, Vistra Vision will assume ~$430 million of net debt from Energy Harbor in the transaction. Post closing, Vistra will own a controlling 85% ownership interest in Vistra Vision, Nuveen and Avenue Capital will own the remaining 15%. Vistra intends to finance the majority of the $3 billion of cash consideration through debt financing at Vistra Operations, with all or a portion of the debt expected to be invested in Vistra Vision via an inter-company loan. Vistra has committed financing sufficient to fund the cash consideration and plans to execute long-term financings prior to the closing of the transaction. As on September 12, 2023, Vistra announced Private Offerings of Senior Secured Notes and Senior Unsecured Notes, proceeds of which will be used to fund the cash component of the transaction. In case of termination of agreement under certain circumstances, Vistra Corp may be required to pay Energy Harbor a termination fee of up to $225 million. Following the close of the transaction, the combined company will be led by Jim Burke, Vistra's president and Chief Executive Officer, and will continue to trade on the NYSE under ticker VST. The Energy Harbor senior leadership is expected to remain with that company through at least the closing of the transaction. The combined company will be headquartered in Irving, Texas, with retail offices in Texas, Ohio, Pennsylvania, and Illinois.

The transaction is subject to receipt of all requisite regulatory approvals, including approvals of the Nuclear Regulatory Commission (NRC) and the Federal Energy Regulatory Commission (FERC), approval by Energy Harbor stockholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the divestment of Energy Harbor's remaining fossil-fueled assets. The agreement has been approved by both Vistra and Energy Harbor? Boards of Directors. Sufficient stockholder approval for the transaction has been committed through support agreements signed by a majority of the Energy Harbor stockholders. On September 29, 2023 Vistra and Energy Harbor received approval from the Nuclear Regulatory Commission (NRC) to transfer the operating licenses of Energy Harbor's three nuclear plants ? Beaver Valley, Davis-Besse, and Perry to Vistra. As of February 19, 2024, Vistra received approval from the Federal Energy Regulatory Commission to acquire Energy Harbor. The companies anticipate closing the transaction in the second half of 2023. As of August 9, 2023, the transactions will close in the fourth quarter of 2023. As per filling on October 5, 2023, the transaction is expected to close before the end of 2023. As of February 19, 2024, the transaction is expected to close in the coming weeks. As of February 21, 2024, Vistra receives FERC approval. As of February 28, 2024, the transaction is expected to close on March 1, 2024.

Citi is serving as exclusive financial advisor, and Trina Chandler, Caroline Blitzer Phillips, David Kurzweil, Jeffrey Greenberg, Steven Levine, Natasha Gianvecchio, Jocelyn Noll, Jason Cruise, Joel Mack, Stacey VanBelleghem, Robert Frances, Josh Friedman, Nineveh Alkhas, Max Raskin, Laura Ferrell and Drew Levin of Latham & Watkins LLP and Balch & Bingham LLP are serving as legal advisors to Vistra. Goldman Sachs & Co. LLC and RBC Capital Markets, LLC are serving as financial advisors, Mark Thierfelder, Eric Siegel, Michael Darby, Bernardo Piereck, Sarah Kupferman, Ani Ravi, Stephen Pratt, David Passey, Kevin Zaragoza, Abbi Cohen, Howard Klein, Jonathan Streeter, Neil Steiner and Richard Horvath, Michael Cowie, Allan Brilliant and Thomas Rayski of Dechert LLP is serving as corporate legal counsel, and Morgan, Lewis & Bockius LLP is serving as regulatory counsel to Energy Harbor. John Bessonette, Abbe L. Dienstag, Jordan M. Rosenbaum, Barry Herzog, Elisia M. Klinka, Zachary Jacobs and Mark P. Ramsey of Kramer Levin Naftalis & Frankel LLP acted as legal advisor to Avenue Capital Group, LLC and Nuveen Asset Management LLC. O'Melveny & Myers represented RBC Capital Markets, LLC as financial advisor to Energy Harbor Corp.

Vistra Corp. (NYSE:VST) completed the acquisition of Energy Harbor Corp. (OTCPK:ENGH) from Avenue Capital Group, Nuveen Asset Management LLC and others on March 1, 2024.