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