VISTRA CORP. : Conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documents (Form 8-K)


Item 1.01 Conclusion of a Material Definitive Agreement.

At March 29, 2021, Vistra Operations Company LLC (“Vistra Operations” or “the Borrower”), an indirect wholly owned subsidiary of Vistra Corp. (the “Company”), entered into a 364-day secured term credit agreement (the credit facility so established, the “364-day Facility”) by and between the Borrower, Vistra Intermediate Company LLC, the lenders who are parties to it, and the Royal Bank of Canada, as administrative and guarantee agent. At April 1, 2021, the parties entered into an amendment to the 364-day Facility (the “Amendment”) pursuant to which an additional lender joined the 364-day Facility (as amended, the “Oversized 364-Day Facility”). Under the 364-day Facility and the expanded 364-day Facility, Vistra operations borrowed a total principal amount of $ 1.25 billion prepay certain unpaid amounts under Vistra ‘operations revolving credit facility (the “Revolving Credit Facility”).

Loans granted under the 364-day Enhanced Facility mature on March 28, 2022. Interest accrues on loans made under the 364-day oversized facility at variable rates that are tied to either a LIBOR rate (as defined in the 364-day oversized facility), determined by reference to the interbank offered rate at London (LIBOR) plus an applicable margin, or a base rate (as defined in the oversized 364 day facility) determined by reference to the greater of the Fed Funds rate plus 50 basis points, the applicable prime rate and LIBOR rate plus 100 basis points, in each case plus an applicable margin.

The 364-day enhanced facility contains customary covenants and guarantees that are generally consistent with the revolving credit facility. The resized 364 day credit facility is also guaranteed pari passu on substantially the same collateral and guaranteed by the same guarantors as the revolving credit facility. Each of the Lenders has in the past provided, and may in the future provide from time to time, investment banking, financial advisory, lending and / or commercial banking services, or other services for the Company and its subsidiaries, for which they have received, and may in the future receive, the usual indemnities and reimbursement of expenses.

The Company believes that, even without the oversized 364-day facility, it would have had sufficient liquidity to conduct its business in the normal course of business. However, in light of the short-term financial impacts of winter storm Uri, the Company believes it was prudent to enter the oversized 364-day facility in order to provide an additional liquidity cushion to better position itself for, between others, take advantage of potential opportunities to continue to grow and strengthen the Company’s activities and deal with any unforeseen liquidity event.

The above summary of the 364-day Facility and the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 364-day Facility and the Amendment, including copies are attached as Attachment 10.1 and Exhibit 10.2 hereof, respectively, and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Arrangement of a registrant’s balance sheet.

The information regarding the entry of the Company into the oversized 364 day facility provided in section 1.01 above is incorporated by reference.

Article 9.01. Financial statements and supporting documents.

(d) Exhibits

Exhibit No.       Description

10.1                Credit Agreement, dated as of March 29, 2021, among Vistra
                  Operations Company LLC (as Borrower), Vistra Intermediate Company
                  LLC (as Holdings), Royal Bank of Canada (as Administrative Agent
                  and as Collateral Agent), and the other lenders party thereto.

10.2                First Amendment to Credit Agreement, dated as of April 1, 2021,
                  among Vistra Operations Company LLC (as Borrower), Vistra
                  Intermediate Company LLC (as Holdings), Royal Bank of Canada (as
                  Administrative Agent and as Collateral Agent), and the 2021
                  Incremental Term Loan Lender (as defined therein).

104               Cover Page Interactive Data File (embedded within the Inline XBRL

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