Name and Address of Reporting Person:
|
Brookfield Asset Management Inc.
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Brookfield Place
|
|
181 Bay Street, Suite 300 PO Box 762
|
|
Toronto, CAN M5J2T3
|
|
Issuer Name and Ticker or Trading Symbol:
|
Vistra Corp. [VST]
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Date of Earliest Transaction Required to
|
|
be Reported (Month/Day/Year):
|
May 28, 2020
|
(1) |
This Form 4 is being jointly filed by and on behalf of each of the following persons (each a “Reporting Person”): Titan Co-Investment-MRS, L.P. (“Titan MRS”); Titan Co-Investment GP, LLC (“Titan Co-Invest”); Brookfield Asset
Management (“BAM”); Partners Limited (“Partners”); Brookfield Private Equity Inc. (“BPE”); (Brookfield US Inc. (“BUSI); Brookfield Private Equity Holdings LLC (“BPEH”); Brookfield Private Equity Direct Investments Holdings LP (“BPE
DIH”); Brookfield Private Equity Group Holdings LP (“BPEGH”); Brookfield Capital Partners Ltd. (“BCPL”); Brookfield Holdings Canada Inc. (“BHC”); Brookfield Private Funds Holdings Inc. (“BPFH”); Brookfield Canada Adviser, LP (“BCA”);
and Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. (“BAMPIC”).
|
(2) |
Other than Titan MRS, 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, as amended (the “Exchange Act”) or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
|
(3) |
The Reporting Persons and the Investment Vehicles may be deemed to constitute a “group” 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 4(b)(iv), the entire amount of the Common Stock held by the Investment Vehicles is reported herein.
|
(4) |
Represents a pro rata distribution in kind of 566,499 shares of the Issuer’s common stock for no consideration by Titan Co-Investment-MRS, L.P. (Titan MRS”).
|
(5) |
Represents: 6,625,154 shares of Common Stock owned by Titan Holdings, including 772,128 shares of Common Stock representing Titan Holdings’ interest in Longhorn Capital GS L.P. (“Longhorn”); 1,280 shares of Common Stock owned by
Titan Co-Investment-RBS, L.P. (“Titan RBS”); 572,911 shares of Common Stock owned by Titan AC, including 130,445 shares of Common Stock representing Titan AC’s interest in Longhorn; 1,141 shares of Common Stock owned by Titan CN;
141,767 shares of Common Stock owned by Titan Co-Investment-DS, L.P. (“Titan DS”); including 1,929 shares of Common Stock representing Titan DS’s interest in Longhorn; 258,758 shares of Common Stock owned by Titan Co-Investment-FN, L.P.
(“Titan FN”), including 35,374 shares of Common Stock representing Titan FN’s interest in Longhorn; 790 shares of Common Stock held directly by Titan Co-Investment-GLH, L.P. (“Titan GLH”); 751,104 shares of Common Stock owned by Titan
HI, including 74,744 shares of Common Stock representing Titan HI’s interest in Longhorn; 669,021 shares of Common Stock owned by Titan Co-Investment-ICG, L.P. (“Titan ICG”), including 105,183 shares of Common Stock representing Titan
ICG’s interest in Longhorn; 283,533 shares of Common Stock owned by Titan Co-Investment-LB, L.P. (“Titan LB”), including 3,858 shares of Common Stock representing Titan LB’s interest in Longhorn; 1,291 shares of Common Stock owned by
Titan Co-Investment-MCG, L.P. (“Titan MCG”); 4,035 shares of Common Stock owned by Titan MRS (together with Titan AC, Titan CN, Titan DS, Titan FN, Titan GLH, Titan HI, Titan ICG, Titan LB, Titan MCG and Titan RBS, the “Titan
Vehicles”); 4,505,400 shares of Common Stock owned by BCP Titan Aggregator, L.P. (“Aggregator”); 5,472,721 shares of Common Stock owned by BCP Titan Sub Aggregator, L.P. (“Sub Aggregator” and together with Aggregator, the “Aggregator
Vehicles” and together with Titan Holdings and the Titan Vehicles, the “Investment Vehicles”), including 679,402 shares of Common Stock representing Sub Aggregator's interest in Longhorn.
|
(6) |
Each of BPE DIH, as a limited partner of Titan Holdings, BPEGH, as a limited partner of Titan Holdings and each of the Titan Vehicles, BPE, as the general partner of BPE DIH and BPEGH, Titan Co-Invest, as the general partner of each
of the Titan Vehicles, BPEH, as an shareholder of Titan Co-Invest, BUSI, as shareholder of BPE, BHC, as indirect shareholder of BUSI, BAM, as limited partner of BPE and shareholder of BHC, and 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, BUSI,
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.
|
(7) |
Each of BCPL and BAMPIC, as indirect owners of Longhorn and the Aggregator Vehicles, BCA, as limited partner of BAMPIC, BPFH, as limited partner of BCA, BHC, as shareholder of BPFH, BAM, as shareholder of BHC, and 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 the Aggregator Vehicles or Longhorn. Each of BCPL, BAMPIC, BCA, BPFH, BHC,
BAM and Partners disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by the Aggregator Vehicles and/or Longhorn, except to the extent of any indirect pecuniary interest therein.
|
(8) |
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, as amended (the “Exchange Act”), or otherwise, that the Reporting Persons are the
beneficial owners of any securities reported herein.
|
(9) |
Each of the Reporting Persons disclaims beneficial ownership of any securities of the Issuer except to the extent of such Reporting Person’s pecuniary interest therein.
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Name of Joint Filer:
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Partners Limited
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Address of Joint Filer:
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c/o Brookfield Asset Management Inc.
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Brookfield Place
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181 Bay Street, Suite 300
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Toronto A6 M5J2T3
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Relationship of Joint Filer to Issuer:
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Other. See Remarks.
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Issuer Name and Ticker or Trading Symbol:
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Vistra Corp. [NYSE: VST]
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Date of Earliest Transaction Required to be Reported:
|
|
(Month/Day/Year):
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5/28/2020
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Designated Filer:
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Brookfield Asset Management Inc.
|
Signature:
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|||
/s/ Brian Lawson
|
|||
Name:
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Brian Lawson
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|
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Title:
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President
|
|
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Date:
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September 21, 2020
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Name of Joint Filer:
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Brookfield Private Equity Inc.
|
Address of Joint Filer:
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c/o Brookfield Asset Management Inc.
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Brookfield Place
|
|
181 Bay Street, Suite 300
|
|
Toronto A6 M5J2T3
|
|
Relationship of Joint Filer to Issuer:
|
Other. See Remarks.
|
Issuer Name and Ticker or Trading Symbol:
|
Vistra Corp. [NYSE: VST]
|
Date of Earliest Transaction Required to be Reported
|
|
(Month/Day/Year):
|
5/28/2020
|
Designated Filer:
|
Brookfield Asset Management Inc.
|
Signature:
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/s/ A.J. Silber
|
||
Name:
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A.J. Silber
|
|
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Title:
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Director
|
||
Date:
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September 21, 2020
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Name of Joint Filer:
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Brookfield US Inc.
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Address of Joint Filer:
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c/o Brookfield Asset Management Inc.
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Brookfield Place
|
|
200 Vesey Street
|
|
New York, NY 10281-1023
|
|
Relationship of Joint Filer to Issuer:
|
Other. See Remarks.
|
Issuer Name and Ticker or Trading Symbol:
|
Vistra Corp. [NYSE: VST]
|
Date of Earliest Transaction Required to be Reported
|
|
(Month/Day/Year):
|
5/28/2020
|
Designated Filer:
|
Brookfield Asset Management Inc.
|
Signature:
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/s/ Kathy Sarpash
|
||
Name:
|
Kathy Sarpash
|
||
Title:
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Secretary
|
|
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Date:
|
September 21, 2020
|
Name of Joint Filer:
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Brookfield Private Equity Direct Investments Holdings LP
|
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:
|
Other. See Remarks.
|
Issuer Name and Ticker or Trading Symbol:
|
Vistra Corp. [NYSE: VST]
|
Date of Earliest Transaction Required to be Reported
|
|
(Month/Day/Year):
|
5/28/2020
|
Designated Filer:
|
Brookfield Asset Management Inc.
|
By: Brookfield Private Equity Inc., its General Partner
|
|||
Signature:
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/s/ A.J. Silber
|
||
Name:
|
A.J. Silber
|
|
|
Title:
|
Director
|
||
Date:
|
September 21, 2020
|
Name of Joint Filer:
|
Brookfield Titan Holdings, L.P.
|
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:
|
Other. See Remarks.
|
Issuer Name and Ticker or Trading Symbol:
|
Vistra Corp. [NYSE: VST]
|
Date of Earliest Transaction Required to be Reported
|
|
(Month/Day/Year):
|
5/28/2020
|
Designated Filer:
|
Brookfield Asset Management Inc.
|
By: Titan Co-Investment GP, LLC, its General Partner
|
|||
Signature:
|
/s/ Luke Ricci
|
||
Name:
|
Luke Ricci
|
|
|
Title:
|
Director – Legal
|
|
|
Date:
|
September 21, 2020
|
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:
|
Other. See Remarks.
|
Issuer Name and Ticker or Trading Symbol:
|
Vistra Corp. [NYSE: VST]
|
Date of Earliest Transaction Required to be Reported
|
|
(Month/Day/Year):
|
5/28/2020
|
Designated Filer:
|
Brookfield Asset Management Inc.
|
Signature:
|
/s/ Luke Ricci
|
||
Name:
|
Luke Ricci
|
||
Title:
|
Director – Legal
|
||
Date:
|
September 21, 2020
|
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:
|
Other. See Remarks.
|
Issuer Name and Ticker or Trading Symbol:
|
Vistra Corp. [NYSE: VST]
|
Date of Earliest Transaction Required to be Reported
|
|
(Month/Day/Year):
|
5/28/2020
|
Designated Filer:
|
Brookfield Asset Management Inc.
|
Brookfield Private Equity Group Holdings LP
|
|||
By: Brookfield Private Equity Inc., its General Partner
|
|||
Signature:
|
/s/ A.J. Silber
|
||
Name:
|
A.J. Silber
|
|
|
Title:
|
Director
|
|
|
Date:
|
September 21, 2020
|
Name of Joint Filer:
|
Brookfield Capital Partners Ltd.
|
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:
|
Other. See Remarks.
|
Issuer Name and Ticker or Trading Symbol:
|
Vistra Corp. [NYSE: VST]
|
Date of Earliest Transaction Required to be Reported
|
|
(Month/Day/Year):
|
5/28/2020
|
Designated Filer:
|
Brookfield Asset Management Inc.
|
Signature:
|
/s/ A.J. Silber
|
||
Name:
|
A.J. Silber
|
|
|
Title:
|
Chairman of the Board
|
|
|
Date:
|
September 21, 2020
|
Name of Joint Filer:
|
Brookfield Holdings Canada 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:
|
Other. See Remarks.
|
Issuer Name and Ticker or Trading Symbol:
|
Vistra Corp. [NYSE: VST]
|
Date of Earliest Transaction Required to be Reported
|
|
(Month/Day/Year):
|
5/28/2020
|
Designated Filer:
|
Brookfield Asset Management Inc.
|
Brookfield Holdings Canada Inc.
|
|||
Signature:
|
/s/ Kathy Sarpash
|
||
Name:
|
Kathy Sarpash
|
|
|
Title:
|
Vice President and Secretary
|
|
|
Date:
|
September 21, 2020
|
Name of Joint Filer:
|
Brookfield Private Funds Holdings 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:
|
Other. See Remarks.
|
Issuer Name and Ticker or Trading Symbol:
|
Vistra Corp. [NYSE: VST]
|
Date of Earliest Transaction Required to be Reported
|
|
(Month/Day/Year):
|
5/28/2020
|
Designated Filer:
|
Brookfield Asset Management Inc.
|
Signature:
|
/s/ Kathy Sarpash
|
||
Name:
|
Kathy Sarpash
|
|
|
Title:
|
Senior Vice President
|
|
|
Date:
|
September 21, 2020
|
Name of Joint Filer:
|
Brookfield Canada Adviser, 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:
|
Other. See Remarks.
|
Issuer Name and Ticker or Trading Symbol:
|
Vistra Corp. [NYSE: VST]
|
Date of Earliest Transaction Required to be Reported
|
|
(Month/Day/Year):
|
5/28/2020
|
Designated Filer:
|
Brookfield Asset Management Inc.
|
Signature:
|
/s/ Karly Dyck
|
||
Name:
|
Karly Dyck
|
|
|
Title:
|
Senior Vice President
|
|
|
Date:
|
September 21, 2020
|
Name of Joint Filer:
|
Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.
|
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:
|
Other. See Remarks.
|
Issuer Name and Ticker or Trading Symbol:
|
Vistra Corp. [NYSE: VST]
|
Date of Earliest Transaction Required to be Reported
|
|
(Month/Day/Year):
|
5/28/2020
|
Designated Filer:
|
Brookfield Asset Management Inc.
|
By: Brookfield Private Funds Holdings Inc., its General Partner
|
|||
Signature:
|
/s/ Karly Dyck
|
||
Name:
|
Karly Dyck
|
|
|
Title:
|
Senior Vice President
|
|
|
Date:
|
September 21, 2020
|
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:
|
Other. See Remarks.
|
Issuer Name and Ticker or Trading Symbol:
|
Vistra Corp. [NYSE: VST]
|
Date of Earliest Transaction Required to be Reported
|
|
(Month/Day/Year):
|
5/28/2020
|
Designated Filer:
|
Brookfield Asset Management Inc.
|
Signature:
|
/s/ Jessica Diab
|
||
Name:
|
Jessica Diab
|
||
Title:
|
Vice President – Legal & Regulatory
|
||
Date:
|
September 21, 2020
|
Name of Joint Filer:
|
Titan Co-Investment-MRS, L.P.
|
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:
|
Other. See Remarks.
|
Issuer Name and Ticker or Trading Symbol:
|
Vistra Corp. [NYSE: VST]
|
Date of Earliest Transaction Required to be Reported
|
|
(Month/Day/Year):
|
5/28/2020
|
Designated Filer:
|
Brookfield Asset Management Inc.
|
By: Titan Co-Investment GP, LLC, its General Partner
|
|||
Signature:
|
/s/ Luke Ricci
|
||
Name:
|
Luke Ricci
|
|
|
Title:
|
Director – Legal
|
|
|
Date:
|
September 21, 2020
|