Utility provider Vistra Corp. announced Thursday a $3.248 billion acquisition that will make alternative energy provider Vistra Vision a fully owned subsidiary of the Irving-based company.
Under the agreement, Vistra will acquire the 15 percent interest in Vistra Vision jointly owned by Nuveen Asset Management and Avenue Capital Management. The transaction is an all-cash deal to be paid in five installments.
Assets owned by Vistra Vision include four nuclear generation facilities with a total capacity of 6.4 gigawatts — Beaver Valley, Comanche Peak, Davis-Besse, and Perry; the Vistra Zero renewables and energy storage business, and Vistra’s retail business.
Citi is serving as financial advisor, and Latham & Watkins and Sidley Austin are legal advisors to Vistra.
Evercore and PJT Partners are serving as financial advisors to Nuveen and Avenue. Kramer Levin Naftalis & Frankel is their outside legal counsel.
Latham & Watkins advised Vistra with a corporate deal team led by Houston partner Trina Chandler and New York partner Caroline Phillips, with associates Lachlan Sievert, Kyle Adams, and Jeremie Ruiz. New York partner Jocelyn Noll, with associate Sam Yang.
Sidley also advised Vistra with a team that included Dallas partners Kelly Dybala and Bill Howell, along with counsel Jocelyn Kelly, also of Dallas.
The net present value of the purchase price as of Dec. 31, 2024, discounted at a 6% interest rate, is $3.085 billion. As of June 30, Vistra Vision had cash on hand of $375 million and outstanding debt of $3.55 billion.
Under a payment schedule set by the agreement, the first payment of $1.18 billion is to be paid on Dec. 31, 2024, the date the deal is expected to close. Should Nuveen and Avenue receive less (or more) than $165 million in dividends from Vistra Vision during the remainder of 2024, the amount of that first payment would be adjusted accordingly, followed by payments of: $1.14 billion on June 30, 2025; $1.0 billion on Dec. 31, 2025; $54 million on June 30, 2026, and $900 million on Dec. 31, 2026.
Vistra provides retail energy to residential and commercial customers in a variety of U.S. markets, including ERCOT in Texas, PJM in the mid-Atlantic states and ISO New England. The company’s power generation fleet includes natural gas, nuclear, coal, solar, and battery energy storage facilities.
In its announcement, Vistra CEO Jim Burke called the acquisition, “another key milestone in the evolution of our company.”
“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.