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Retail electricity and power generation company Vistra Corp. is becoming the sole owner of its subsidiary, Vistra Vision LLC, in a transaction valued at more than $3 billion.
Vistra agreed to acquire the remaining 15% equity interest from Nuveen Asset Management LLC and Avenue Capital Management II LP for $3.25 billion in cash, the company announced Sept. 18.
"Through this transaction we are simplifying the overall structure by acquiring the minority interest at an attractive valuation and increasing our shareholder's ownership to 100% of highly valuable, carbon-free assets in the key growing markets across the U.S," Vistra President and CEO Jim Burke said in the deal’s press release.
Vistra Vision’s assets include the Beaver Valley, Comanche Peak, Davis-Besse and Perry nuclear generation facilities for a total capacity of approximately 6.4 gigawatts. Additional assets include the Vistra Zero renewables and energy storage business.
"Vistra believes its strength is its integrated model of pairing a large fleet of dispatchable generation assets with best-in-class retail and commercial operations, ensuring customers are served in a reliable, affordable, and sustainable manner,” Burke said.
Vistra will pay for the deal in five separate installments. The first installment is due on Dec. 31 for $1.18 billion; the second installment is due on June 30, 2025, for $114 million; the third on Dec. 31, 2025, for $1 billion; June 30, 2026, for $54 million; and Dec. 31, 2026, for $900 million.
Vistra Vision's total debt outstanding was approximately $3.55 billion as of June 30, and cash on hand was $375 million.
Vistra will continue to repurchase at least $2.25 billion of shares in 2024 and 2025, and at least $1 billion of additional shares in 2026.
The transaction is expected to close Dec. 31 and is not subject to any regulatory approvals.
Citi is acting as financial adviser, and Latham & Watkins LLP and Sidley Austin LLP are acting as legal advisers to Vistra.
Evercore and PJT Partners are acting as financial advisers and Kramer Levin Naftalis & Frankel LLP is acting as legal adviser to Nuveen and Avenue.
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