0001140361-17-018775.txt : 20170508 0001140361-17-018775.hdr.sgml : 20170508 20170508152533 ACCESSION NUMBER: 0001140361-17-018775 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170508 FILED AS OF DATE: 20170508 DATE AS OF CHANGE: 20170508 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vistra Energy Corp CENTRAL INDEX KEY: 0001692819 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 364833255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201-3411 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201-3411 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield US Corp CENTRAL INDEX KEY: 0001504721 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 17821976 BUSINESS ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 416 956-5812 MAIL ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Private Equity Inc. CENTRAL INDEX KEY: 0001685113 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 17821978 BUSINESS ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 4163639491 MAIL ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Private Equity Group Holdings LP CENTRAL INDEX KEY: 0001685157 STATE OF INCORPORATION: A2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 17821972 BUSINESS ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 181 BAY STREET, SUITE CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 4163639491 MAIL ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 181 BAY STREET, SUITE CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Private Equity Holdings LLC CENTRAL INDEX KEY: 0001703248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 17821975 BUSINESS ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281-1023 BUSINESS PHONE: 212-417-7000 MAIL ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281-1023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Partners Ltd CENTRAL INDEX KEY: 0001540229 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 17821979 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 956 5812 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Titan Co-Investment GP, LLC CENTRAL INDEX KEY: 0001703169 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 17821973 BUSINESS ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212-417-7000 MAIL ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 17821980 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: A6 M5J2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: A6 M5J2T3 FORMER NAME: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER NAME: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 FORMER NAME: FORMER CONFORMED NAME: BRASCAN LTD DATE OF NAME CHANGE: 19950919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Private Equity Direct Investments Holdings LP CENTRAL INDEX KEY: 0001703172 STATE OF INCORPORATION: A2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 17821974 BUSINESS ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 181 BAY STREET STE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 181 BAY STREET STE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 3 1 form3.xml FORM 3 X0206 3 2017-05-08 0 0001692819 Vistra Energy Corp VST 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 TORONTO A6 M5J2T3 ONTARIO, CANADA true true Director by Deputization 0001540229 Partners Ltd BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 TORONTO A6 M2J2T3 ONTARIO, CANADA true true Director by Deputization 0001685113 Brookfield Private Equity Inc. BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 TORONTO A6 M2J2T3 ONTARIO, CANADA true true Director by Deputization 0001504721 Brookfield US Corp BROOKFIELD PLACE 250 VESEY STREET NEW YORK NY 10281-1023 true true Director by Deputization 0001703248 Brookfield Private Equity Holdings LLC BROOKFIELD PLACE 250 VESEY STREET 250 VESEY STREET NY 10281-1023 true true Director by Deputization 0001703172 Brookfield Private Equity Direct Investments Holdings LP BROOKFIELD PLACE 181 BAY ST. SUITE 300 PO BOX 762 TORONTO A6 M2J2T3 ONTARIO, CANADA true true Director by Deputization 0001703169 Titan Co-Investment GP, LLC BROOKFIELD PLACE 250 VESEY STREET NEW YORK NY 10281-1023 true true Director by Deputization 0001685157 Brookfield Private Equity Group Holdings LP BROOKFIELD PLACE 181 BAY ST. SUITE 300 PO BOX 762 TORONTO A6 M2J2T3 ONTARIO, CANADA true true Director by Deputization Common Stock, par value $0.01 per share 23590052 I See Footnotes Common Stock, par value $0.01 per share 2033745 I See Footnotes Common Stock, par value $0.01 per share 641474 I See Footnotes Common Stock, par value $0.01 per share 141767 I See Footnotes Common Stock, par value $0.01 per share 258758 I See Footnotes Common Stock, par value $0.01 per share 258758 I See Footnotes Common Stock, par value $0.01 per share 2666345 I See Footnotes Common Stock, par value $0.01 per share 669021 I See Footnotes Common Stock, par value $0.01 per share 283533 I See Footnotes Common Stock, par value $0.01 per share 269579 I See Footnotes Common Stock, par value $0.01 per share 570534 I See Footnotes Common Stock, par value $0.01 per share 2128500 I See Footnotes This Form 3 is being jointly filed by and on behalf of each of the following persons (each a "Reporting Person"), each of which is affiliate with and/or with accounts managed by affiliates of Brookfield Asset Management, Inc. ("BAM"). The Reporting Persons are: (i) BAM; (ii) Partners Limited ("Partners"); (iii) Brookfield Private Equity Inc. ("BPE"); (iv) Brookfield US Corporation ("BUSC"); (v) Brookfield Private Equity Holdings LLC ("BPEH"); (vi) Brookfield Private Equity Direct Investments Holdings LP ("BPE DIH"); (vii) Titan Co-Investment GP, LLC ("Titan Co-Invest"), (viii) Brookfield Private Equity Group Holdings LP ("BPEGH"). This Form 3 is being made in two parts and is also filed jointly with certain other persons in part two. See Remarks. The Reporting Persons do not themselves directly hold any shares of Common Stock, but are controlling entities of certain of the Investment Vehicles (as defined below). The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 under the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. The Reporting Persons may be deemed to constitute a "group" with the Investment Vehicles within the meaning of Section 13(d)(3) of the Exchange Act. Each of the Reporting Persons may be deemed to beneficially own the securities beneficially owned by the Investment Vehicles directly or indirectly controlled by it, but each disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. In accordance with Instruction 5(b)(iv), the entire amount of the Common Stock held by the Investment Vehicles is reported herein. Cyrus Madon, a Senior Managing Partner of BAM, was appointed to the board of directors of the Issuer as a representative of affiliates of BAMPIC, which includes each of the Reporting Persons. Each of the Reporting Persons is a "director by deputization" solely for purposes of Section 16 of the Exchange Act. 22,817,924 shares of Common Stock held directly by Brookfield Titan Holdings LP ("Titan Holdings") and 772,128 shares of Common Stock representing Titan ICG's interest in Longhorn Capital GS L.P. ("Longhorn"). 1,903,300 shares of Common Stock held directly by Titan Co-Investment-AC, L.P. ("Titan AC") and 130,445 shares of Common Stock representing Titan AC's interest in Longhorn. 532,398 shares of Common Stock held directly by Titan Co-Investment-CN, L.P. ("Titan CN") and 109,076 shares of Common Stock representing Titan CN's interest in Longhorn. 139,838 shares of Common Stock held directly by Titan Co-Investment-DS, L.P. ("Titan DS") and 1,929 shares of Common Stock representing Titan DS's interest in Longhorn. 223,384 shares of Common Stock held directly by Titan Co-Investment-FN, L.P. ("Titan FN") and 35,374 shares of Common Stock representing Titan FN's interest in Longhorn. 223,384 shares of Common Stock held directly by Titan Co-Investment-GLH, L.P. ("Titan GLH") and 35,374 shares of Common Stock representing Titan GLH's interest in Longhorn. 2,591,601 shares of Common Stock held directly by Titan Co-Investment-HI, L.P. ("Titan HI") and 74,744 shares of Common Stock representing Titan HI's interest in Longhorn. 563,838 shares of Common Stock held directly by Titan Co-Investment-ICG, L.P. ("Titan ICG") and 105,183 shares of Common Stock representing Titan ICG's interest in Longhorn. 279,675 shares of Common Stock held directly by Titan Co-Investment-LB, L.P. ("Titan LB") and 3,858 shares of Common Stock representing Titan LB's interest in Longhorn. 244,213 shares of Common Stock held directly by Titan Co-Investment-MCG, L.P. ("Titan MCG") and 25,366 shares of Common Stock representing Titan MCG's interest in Longhorn. 562,650 shares of Common Stock held directly by Titan Co-Investment-MRS, L.P. ("Titan MRS") and 7,884 shares of Common Stock representing Titan MRS's interest in Longhorn. 2,098,937 shares of Common Stock held directly by Titan Co-Investment-RBS, L.P. ("Titan RBS," and together with Titan AC, Titan CN, Titan DS, Titan FN, Titan GLH, Titan HI, Titan ICG, Titan LB, Titan MCG, Titan MRS and Titan RBS, the "Titan Vehicles," and together with Titan Holdings, the "Investment Vehicles") and 29,563 shares of Common Stock representing Titan RBS's interest in Longhorn. Each of (i) BPE DIH, as a limited partner of Titan Holdings, (ii) BPEGH, as a limited partner of Titan Holdings and each of the Titan Vehicles, (ii) BPE, as the general partner of BPE DIH and BPEGH, (iii) Titan Co-Invest, as the general partner of each of the Titan Vehicles, (iv) BPEH, as an shareholder of Titan Co-Invest, (v) BUSC, as shareholder of BPE, (vi) BHC, as indirect shareholder of BUSC, (vii) BAM, as limited partner of BPE and shareholder of BHC, and (viii) Partners, as shareholder of BAM, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock directly beneficially owned by Titan Holdings and/or the Titan Vehicles. Each of BPE DIH, BPEGH, BPE, Titan Co-Invest, BPEH, BUSC, BHC, BAM and Partners disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by Titan Holdings and/or the Titan Vehicles, except to the extent of any indirect pecuniary interest therein. See footnote 7 in part two of two. Due to the technical limitation on the number of reporting persons per filing, this filing is being made into two parts. This filing is part one of two. See Exhibit 99.1 - Joint Filer Information and Signatures Brookfield Asset Management Inc. /s/ A.J. Silber 2017-05-08 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1

Joint Filer Information

Name of Joint Filer:
Partners Limited
   
Address of Joint Filer:
c/o Brookfield Asset Management Inc.
Brookfield Place
 
181 Bay Street, Suite 300
 
Toronto A6 M5J2T3
   
Relationship of Joint Filer to Issuer:
10% Owner; Director by Deputization
   
Issuer Name and Ticker or Trading Symbol:
Vistra Energy Corp. [NYSE: VST]
   
Date of Event Requiring Statement:
  
(Month/Day/Year):
5/8/2017
   
Designated Filer:
Brookfield Asset Management Inc.

Signature:
/s/ Brian Lawson
  
       
 
Name:
Brian Lawson
  
       
 
Title:
President
  
 

Name of Joint Filer:
Brookfield Private Equity Inc.
   
Address of Joint Filer:
c/o Brookfield Asset Management Inc.
Brookfield Place
 
181 Bay Street, Suite 300
 
Toronto A6 M5J2T3
   
Relationship of Joint Filer to Issuer:
10% Owner; Director by Deputization
   
Issuer Name and Ticker or Trading Symbol:
Vistra Energy Corp. [NYSE: VST]
   
Date of Event Requiring Statement:
  
(Month/Day/Year):
5/8/2017
   
Designated Filer:
Brookfield Asset Management Inc.

Signature:
/s/  A.J. Silber
  
       
 
Name:
A.J. Silber
  
       
 
Title:
Director
  
 
Name of Joint Filer:
Brookfield US Corporation
   
Address of Joint Filer:
c/o Brookfield Asset Management Inc.
Brookfield Place
 
200 Vesey Street
 
New York, NY 10281-1023
   
Relationship of Joint Filer to Issuer:
10% Owner; Director by Deputization
   
Issuer Name and Ticker or Trading Symbol:
Vistra Energy Corp. [NYSE: VST]
   
Date of Event Requiring Statement:
  
(Month/Day/Year):
5/8/2017
   
Designated Filer:
Brookfield Asset Management Inc.

Signature:
/s/ Aleks Novakovic
  
       
 
Name:
Aleks Novakovic
  
       
 
Title:
Vice-President
  
 

Name of Joint Filer:
Brookfield Private Equity Holdings LLC
   
Address of Joint Filer:
c/o Brookfield Asset Management Inc.
Brookfield Place
 
200 Vesey Street
 
New York, NY 10281-1023
   
Relationship of Joint Filer to Issuer:
10% Owner; Director by Deputization
   
Issuer Name and Ticker or Trading Symbol:
Vistra Energy Corp. [NYSE: VST]
   
Date of Event Requiring Statement:
  
(Month/Day/Year):
5/8/2017
   
Designated Filer:
Brookfield Asset Management Inc.

Signature:
/s/ Kristen Haase
  
       
 
Name:
Kristen Haase
  
       
 
Title:
Vice-President and Secretary
  

Name of Joint Filer:
Brookfield Private Equity Direct Investments Holdings LP
   
Address of Joint Filer:
c/o Brookfield Asset Management Inc.
Brookfield Place
 
181 Bay Street, Suite 300
 
Toronto A6 M5J2T3
   
Relationship of Joint Filer to Issuer:
10% Owner; Director by Deputization
   
Issuer Name and Ticker or Trading Symbol:
Vistra Energy Corp. [NYSE: VST]
   
Date of Event Requiring Statement:
  
(Month/Day/Year):
5/8/2017
   
Designated Filer:
Brookfield Asset Management Inc.

 
By: Brookfield Private Equity Inc., its General Partner
       
Signature:
/s/ A.J. Silber
  
       
 
Name:
A.J. Silber
  
       
 
Title:
Director
  
 

Name of Joint Filer:
Titan Co-Investment GP, LLC
   
Address of Joint Filer:
c/o Brookfield Asset Management Inc.
Brookfield Place
 
200 Vesey Street
 
New York, NY 10281-1023
   
Relationship of Joint Filer to Issuer:
10% Owner; Director by Deputization
   
Issuer Name and Ticker or Trading Symbol:
Vistra Energy Corp. [NYSE: VST]
   
Date of Event Requiring Statement:
  
(Month/Day/Year):
5/8/2017
   
Designated Filer:
Brookfield Asset Management Inc.

Signature:
/s/ Kristen Haase
  
       
 
Name:
Kristen Haase
  
       
 
Title:
Vice-President and Secretary
  
 
Name of Joint Filer:
Brookfield Private Equity Group Holdings LP
   
Address of Joint Filer:
c/o Brookfield Asset Management Inc.
Brookfield Place
 
181 Bay Street, Suite 300
 
Toronto A6 M5J2T3
   
Relationship of Joint Filer to Issuer:
10% Owner; Director by Deputization
   
Issuer Name and Ticker or Trading Symbol:
Vistra Energy Corp. [NYSE: VST]
   
Date of Event Requiring Statement:
  
(Month/Day/Year):
5/8/2017
   
Designated Filer:
Brookfield Asset Management Inc.

 
By: Brookfield Private Equity Inc., its General Partner
       
Signature:
/s/ A.J. Silber
  
       
 
Name:
A.J. Silber
  
       
 
Title:
Director
  
 

Name of Joint Filer:
Brookfield Asset Management Inc.
   
Address of Joint Filer:
Brookfield Place
 
181 Bay Street, Suite 300
 
Toronto A6 M5J2T3
   
Relationship of Joint Filer to Issuer:
10% Owner; Director by Deputization
   
Issuer Name and Ticker or Trading Symbol:
Vistra Energy Corp. [NYSE: VST]
   
Date of Event Requiring Statement:
  
(Month/Day/Year):
5/8/2017
   
Designated Filer:
Brookfield Asset Management Inc.

Signature:
/s/ A.J. Silber
  
       
 
Name:
A.J. Silber
  
       
 
Title:
Vice-President, Legal Affairs