UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
Vistra Operations Company LLC, an indirect wholly owned subsidiary of Vistra Corp. (the “Company”), expects to launch a private offering (the “Offering”) of senior secured notes due 2026 and senior secured notes due 2034 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act.
The Company expects to disclose certain pro forma financial information of the Company giving effect to its acquisition of Energy Harbor Corp. in a private preliminary offering memorandum that is being disseminated in connection with the Offering. Such unaudited pro forma financial information of the Company as of September 30, 2024, giving effect to the acquisition of Energy Harbor Corp., are set forth in Exhibit 99.1 and incorporated herein by reference.
This current report on Form 8-K is neither an offer to sell, nor a solicitation of an offer to buy, any of the securities mentioned above and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Any offer of the securities mentioned above will be made only by means of a private offering memorandum. The securities mentioned above have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction, and are being offered pursuant to an applicable exemption from such registration requirements.
The information set forth in and incorporated into this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Unaudited pro forma condensed combined consolidated financial information of Vistra for the nine months ended September 30, 2024. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
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: November 19, 2024 | /s/ Margaret Montemayor | |||||
| Name: | Margaret Montemayor | |||||
| Title: | Senior Vice President, Chief Accountant and Controller | |||||