PR Newswire
IRVING, Texas, Sept. 10, 2026 /PRNewswire/ — Vistra Corp. (NYSE: VST) (the “Company” or “Vistra”) announced today the pricing of an underwritten public offering (the “Offering”) of $850 million aggregate principal amount of Series A junior subordinated notes due 2057 at a price to the public of 100.000% of their face value (the “Series A Notes”) and $650 million aggregate principal amount of Series B junior subordinated notes due 2057 at a price to the public of 100.000% of their face value (the “Series B Notes” and, together with the Series A Notes, the “Notes”). The Notes will be junior subordinated, unsecured obligations of Vistra Operations Company LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company (the “Issuer”). The Notes will be irrevocably and unconditionally guaranteed by the Company. Initially, the Series A Notes will bear interest at an annual rate of 7.00% and the Series B Notes will bear interest at an annual rate of 7.25%.
The Issuer intends to use the net proceeds of the Offering for general corporate purposes, including to make distributions to Vistra to fund the redemption of some or all of Vistra’s outstanding 8.0% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock and 7.0% Series B Fixed-Rate Reset Cumulative Redeemable Green Perpetual Preferred Stock, upon or following their respective five-year reset dates in October 2026 and December 2026. Pending use of the net offering proceeds as described above, the Issuer intends to invest the net proceeds in short-term interest-bearing accounts, securities or similar investments.
The Offering is expected to close on September 24, 2026, subject to customary closing conditions.
Barclays, BofA Securities, Mizuho, MUFG, Truist Securities, BBVA, BMO Capital Markets, Citigroup, Credit Agricole CIB, Goldman Sachs & Co. LLC, J.P. Morgan, Morgan Stanley, Natixis, PNC Capital Markets LLC, RBC Capital Markets, Santander, Scotiabank, SMBC Nikko, SOCIETE GENERALE, Wells Fargo Securities, KeyBanc Capital Markets and US Bancorp are acting as joint book-running managers for the Offering.
The Offering is being made pursuant to an effective shelf registration statement that was filed with the Securities and Exchange Commission (“SEC”) on September 9, 2026. The Offering is being made only by means of a prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the offering has been filed with the SEC and may be obtained for free by visiting the SEC’s website at www.sec.gov. A final prospectus supplement relating to the offering will be filed with the SEC. Copies of the final prospectus supplement and the accompanying prospectus can be obtained, when available, from: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (888) 603-5847, or by email at [email protected]; BofA Securities, Inc., Attn: Prospectus Department, 201 North Tryon Street, NC1-022-02-25, Charlotte NC 28255-0001, by telephone at (800) 294-1322, or by e-mail: [email protected]; Mizuho Securities USA LLC, Attention: Debt Capital Markets, 1271 Avenue of the Americas, New York, NY 10020, by telephone at (866) 271-7403, or by email at [email protected]; MUFG Securities Americas Inc., Attn: Capital Markets Group, 1221 Avenue of the Americas, 6th Floor, New York, NY 10020, or by telephone at (877) 649-6848; and Truist Securities, Inc., Attn: Prospectus Department, 740 Battery Avenue SE, 3rd Fl, Atlanta, Georgia 30339 or by telephone at 1-800-685-4786.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Vistra
Vistra (NYSE: VST) is a leading, Fortune 500 integrated retail electricity and power generation company based in Irving, Texas, that provides essential resources to customers, businesses, and communities from California to Maine. Vistra is a leader in transforming the energy landscape, with an unyielding focus on reliability, affordability, and sustainability. The company safely operates a reliable, efficient power generation fleet of natural gas, nuclear, coal, solar, and battery energy storage facilities while taking an innovative, customer-centric approach to its retail business.
Cautionary Note Regarding Forward-Looking Statements
The information presented herein includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Vistra operates and beliefs of and assumptions made by Vistra’s management, involve risks and uncertainties, which are difficult to predict and are not guarantees of future performance, that could significantly affect the financial results of Vistra. All statements, other than statements of historical facts, that are presented herein, or in response to questions or otherwise, that address activities, events or developments that may occur in the future, including such matters as activities related to our financial or operational projections, financial condition and cash flows, projected synergy, net debt targets, capital allocation, capital expenditures, liquidity, projected Adjusted EBITDA to free cash flow conversion rate, dividend policy, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of power generation assets, market and industry developments and the growth of our businesses and operations, including potential transactions with large load facilities at our nuclear and natural gas plants (often, but not always, through the use of words or phrases, or the negative variations of those words or other comparable words of a future or forward-looking nature, including, but not limited to: “intends,” “plans,” “will likely,” “unlikely,” “believe,” “confident,” “expect,” “seek,” “anticipate,” “estimate,” “continue,” “will,” “shall,” “should,” “could,” “may,” “might,” “predict,” “project,” “forecast,” “target,” “potential,” “goal,” “objective,” “guidance,” “on track” and “outlook”), are forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Although Vistra believes that in making any such forward-looking statement, Vistra’s expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and risks that could cause results to differ materially from those projected in or implied by any such forward-looking statement, including, but not limited to: (i) adverse changes in general economic or market conditions (including changes in interest rates) or changes in political conditions or federal or state laws and regulations; (ii) the ability of Vistra to execute upon its contemplated strategic, capital allocation, performance, and cost-saving initiatives and to successfully integrate acquired businesses, including our ability to close the acquisition of Cogentrix Energy; (iii) actions by credit ratings agencies; (iv) the severity, magnitude and duration of extreme weather events, contingencies and uncertainties relating thereto, most of which are difficult to predict and many of which are beyond our control, and the resulting effects on our results of operations, financial condition and cash flows; and (v) those additional risks and factors discussed in reports filed with the SEC by Vistra from time to time, including the uncertainties and risks discussed in the sections entitled “Risk Factors” and “Forward-Looking Statements” in Vistra’s annual report on Form 10-K for the year ended December 31, 2025 and subsequently filed quarterly reports on Form 10-Q.
Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, Vistra will not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible to predict all of them; nor can Vistra assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.
View original content to download multimedia:https://www.prnewswire.com/news-releases/vistra-prices-registered-offering-of-1-5-billion-of-junior-subordinated-notes-302875819.html
SOURCE Vistra Corp
