424B3 1 vistra-06x01x2018x424b3.htm 424B3 Document


Filed Pursuant to Rule 424(b)(3)
Registration No. 333-215288
PROSPECTUS SUPPLEMENT NO. 17
(to Prospectus dated March 21, 2018)
Vistra Energy Corp.
168,779,076 Shares of Common Stock
____________________
This prospectus supplement supplements the prospectus dated March 21, 2018 (as supplemented to date, the Prospectus), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-215288). This prospectus supplement is being filed to update and supplement the information in the Prospectus with information contained in our Current Report on Form 8-K/A, filed with the Securities and Exchange Commission on June 1, 2018 (the Current Report). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate solely to 168,779,076 shares of Vistra Energy Corp. common stock, par value $.01 per share, which we refer to as our common stock or the Vistra Energy common stock, which may be offered for resale from time to time by the stockholders named under the heading “Principal and Selling Stockholders” in the Prospectus, whom we refer to as the selling stockholders. The shares of our common stock offered under the Prospectus, as supplemented by this prospectus supplement, may be resold by the selling stockholders at fixed prices, prevailing market prices at the times of sale, prices related to such prevailing market prices, varying prices determined at the times of sale or negotiated prices and, accordingly, we cannot determine the price or prices at which shares of our common stock may be resold. The shares of our common stock offered by the Prospectus and this prospectus supplement may be resold by the selling stockholders directly to investors or to or through underwriters, dealers or other agents, as described in more detail in the Prospectus. For more information, see the section entitled “Plan of Distribution” in the Prospectus. We do not know if, when or in what amounts a selling stockholder may offer shares of our common stock for resale. The selling stockholders may resell all, some or none of the shares of our common stock offered by the Prospectus, as supplemented by this prospectus supplement, in one or multiple transactions.
This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates and supplements the information in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our common stock is listed on the New York Stock Exchange, or NYSE, under the symbol “VST.” On May 31, 2018, the closing sales price of our common stock as reported on the NYSE was $24.53 per share.
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Investing in our common stock involves risks. Before making a decision to invest in our common stock, you should carefully consider the information referred to under the heading “Risk Factors” beginning on page 21 of the Prospectus.
Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
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The date of this prospectus supplement is June 1, 2018.





 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 
FORM 8-K/A
 

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 9, 2018

 
VISTRA ENERGY CORP.
(Exact name of registrant as specified in its charter)
 

Delaware
 
001-38086
 
36-4833255
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
6555 Sierra Drive
Irving, TX
 
75039
 
(Address of principal executive offices)
 
(Zip Code)
 

(214) 812-4600
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.l4a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 





Explanatory Note
As previously reported in a Current Report on Form 8-K filed on April 9, 2018 (the “Initial Form 8-K”), on April 9, 2018, pursuant to that certain Agreement and Plan of Merger dated October 29, 2017, by and between Vistra Energy Corp., a Delaware corporation (the “Company”), and Dynegy Inc., a Delaware corporation (“Dynegy”), Dynegy merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). This Form 8-K/A amends the Initial Form 8-K to include certain additional financial statements and pro forma financial information in accordance with Items 9.01(a) and (b) of Form 8-K and should be read in conjunction with the Initial Form 8-K. Such pro forma financial information includes the unaudited pro forma condensed combined consolidated financial information of the Company as of March 31, 2018 and for the periods ended March 31, 2018 and December 31, 2017. The unaudited pro forma condensed combined consolidated financial information for the period ended December 31, 2017 included herein has been updated from the pro forma financial information for the same period that was filed as Exhibit 99.3 to the Initial Form 8-K to reflect certain updated assumptions utilized in the calculations of such pro forma financial information and hereby updates and replaces the information filed as Exhibit 99.3 to the Initial Form 8-K.

Item 9.01
Financial Statements and Exhibits.

(a) Financial statements of business acquired

The unaudited consolidated financial information of Dynegy for the quarterly period ended March 31, 2018, is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

(b) Pro forma financial information

The unaudited pro forma condensed combined financial statements of the Company as of March 31, 2018 and for the three months ended March 31, 2018 and the year ended December 31, 2017, giving effect to the Merger, is filed herewith as Exhibit 99.2 and is incorporated herein by reference

(d) Exhibits





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 Energy Corp.
 
 
 
Dated: June 1, 2018
 
/s/ Christy Dobry
 
 
Name:
 
Christy Dobry
 
 
Title:
 
Vice President and Controller