UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Accounts Receivable Facility Joinders and Amendments
On April 8, 2024, 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 (“Credit Agricole”), as administrator. The RPA Amendment amends certain provisions of the RPA to increase the aggregate commitment of the committed purchasers from $750 million to $1,000 million for the remaining term of the RPA.
In connection with the RPA Amendment, (i) Energy Harbor LLC (“Energy Harbor”), an indirect subsidiary of Vistra Corp., entered into a joinder, pursuant to which Energy Harbor (x) became an originator under the PSA (defined below), (y) automatically became a beneficiary of the existing subordinated note (the “Subordinated Note”) made by TXU Receivables in favor of TXU Retail, as servicer, on behalf of the originators under the PSA (defined below) and (z) has sold and will continue to sell receivables to TXU Receivables, and (ii) TXU Receivables, TXU Retail, Dynegy Energy Services, LLC (“Dynegy”), Dynegy Energy Services (East), LLC (“Dynegy East”), Ambit Texas, LLC (“Ambit”), Trieagle Energy LP (“Trieagle”), Value Based Brands, LLC (“Value Brands”) and Energy Harbor entered into an amendment (the “PSA Amendment” and together with the RPA Amendment, the “Receivable Amendments”) to the Purchase and Sale Agreement, dated as of August 21, 2018 (as amended, supplemented or otherwise modified from time to time, the “PSA”), among TXU Receivables, TXU Retail and certain originators named therein.
A copy of the RPA Amendment is included as Exhibit 4.1 to this Current Report and is incorporated herein by reference. A copy of the PSA Amendment is included as Exhibit 4.2 to this Current Report and is incorporated herein by reference. The above description of the Receivable Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of each Receivable Amendment.
Repurchase Facility Joinder
In connection with the existing repurchase facility, on April 8, 2024, Energy Harbor, together with TXU Retail, as seller party agent, Vistra Operations, as guarantor, and MUFG Bank, Ltd. (“MUFG”), as buyer, entered into a Joinder Agreement (the “Joinder Agreement”), whereby Energy Harbor (i) became party to that certain Master Framework Agreement, dated as of October 9, 2020 (as amended, supplemented or otherwise modified from time to time, the “Framework Agreement”), by and among TXU Retail, Dynegy, Dynegy East, Ambit, Trieagle, Value Brands and MUFG and (ii) granted MUFG a security interest in the Subordinated Note to secure its obligations under the Framework Agreement. Pursuant to the Joinder Agreement, Vistra Operations has agreed to guaranty the obligations of Energy Harbor under the Framework Agreement.
A copy of the Joinder Agreement is included as Exhibit 10.1 to this Current Report and is incorporated herein by reference. The above description of the Joinder Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Joinder 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: April 9, 2024 | /s/ William M. Quinn | |||||
| Name: | William M. Quinn | |||||
| Title: | Senior Vice President and Treasurer | |||||