UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On December 20, 2023 (the “Effective Date”), Vistra Operations Company LLC (“Vistra Operations”) (in such capacity, “Borrower”), entered into an amendment (the “Credit Agreement Amendment”) among Vistra Operations, Vistra Intermediate Company LLC, the guarantors party thereto, the 2023 Incremental Term Loan Lender, the other lenders party thereto, Credit Suisse AG, Cayman Island Branch, as Administrative and Collateral Agent, and the other parties named therein, which amended that certain Credit Agreement, dated as of October 3, 2016 (as amended, supplemented or otherwise modified from time to time, including by the Credit Agreement Amendment, the “Credit Agreement”). Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement Amendment or the Credit Agreement, as applicable.
Pursuant to the Credit Agreement Amendment, effective as of the Effective Date, (i) the 2023 Incremental Term Loan Lender provided to the Borrower an incremental term loan (the “2023 Incremental Term Loan”) in an aggregate principal amount of $6,823,437.50, which 2023 Incremental Term Loan was added to (and made a part of) the same Class of Term Loans (and Series of Incremental Term Loans) as the 2018 Incremental Term Loans outstanding under the Credit Agreement immediately prior to giving effect to the Credit Agreement Amendment, (ii) the maturity date applicable to the 2018 Incremental Term Loans (which include the 2023 Incremental Term Loan) was extended to December 20, 2030, (iii) Credit Suisse AG, Cayman Island Branch gave notice to the lenders of its intent to resign as Administrative Agent, Collateral Agent and a Letter of Credit Issuer, and the Borrower and the Required Lenders agreed to appoint Citibank, N.A. as successor to Credit Suisse AG, Cayman Island Branch in its capacity as Administrative Agent, Collateral Agent and a Letter of Credit Issuer, with such resignation and succession to become effective promptly following (but not prior to) the Clear Sky Closing Date, (iv) the interest rate margins applicable to ABR Loans and Term SOFR Loans were each increased by 25 basis points, (v) the credit spread adjustment of 11 basis points applicable to the 2018 Incremental Term Loans was eliminated and (vi) certain other provisions of the Credit Agreement were amended.
A copy of the Credit Agreement Amendment is included as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference. The above description of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 concerning the Company’s direct financial obligations under the Credit Agreement Amendment is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 10.1 | Fifteenth Amendment to the Credit Agreement, dated December 20, 2023, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the 2023 Incremental Term Loan Lender, the other Credit Parties (as defined in the Credit Agreement) party thereto, the other lenders party thereto, and Credit Suisse AG, Cayman Islands Branch (as Administrative Agent and as Collateral Agent). | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). | |
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: December 26, 2023 | /s/ William M. Quinn | |||||
| Name: | William M. Quinn | |||||
| Title: | Senior Vice President and Treasurer | |||||