Vistra Closes Cogentrix Acquisition for $2.2B Cash, $1.7B Debt, and 5M Common Shares

Overview of the Filing

On November 5, 2026, Vistra Corp. (NYSE: VST) filed a Current Report on Form 8-K reporting the October 30, 2026 closing of its acquisition of Cogentrix Energy (via Q-Generation, LLC and Hamilton Holdings II, LLC) from Q-Generation Holdings, LLC (managed by Quantum Capital Group).

Transaction Structure and Consideration

Pursuant to the Purchase and Sale Agreement and Agreement and Plan of Merger:

• Cash Consideration: Approximately $2.2 billion in cash (subject to net working capital, cash, and debt adjustments).
• Equity Consideration: 5,000,000 shares of Vistra common stock issued to the Seller at a contractually agreed value of $185.00 per share, representing $925 million in equity consideration.
• Assumed Indebtedness: Approximately $1.7 billion of outstanding debt assumed at closing across two credit agreements:
  • ~$800 million under Cogentrix Finance HoldCo I, LLC credit agreement.
  • ~$900 million under Hamilton Projects Acquiror, LLC credit agreement.
• Total Transaction Value: Approximately $4.825 billion.

Unregistered Equity Issuance (Item 3.02)

• Vistra issued the 5,000,000 common shares under Section 4(a)(2) of the Securities Act of 1933 as a private placement to an accredited investor.
• Vistra is obligated to file a resale shelf registration statement with the SEC covering these shares.
• The Seller is bound by a lock-up agreement restricting share transfers through January 30, 2027.

Debt Settlement Update (Item 2.03)

On November 2, 2026, Vistra provided formal notice to lenders of its intent to fully repay both assumed credit agreements totaling $1.7 billion, with repayment scheduled for November 5, 2026.

Strategic Impact

The acquisition expands Vistra's generation portfolio by approximately 5,500 MW across 10 modern natural gas-fired facilities located in critical merchant power markets (PJM, ISO-NE, and ERCOT), increasing Vistra's total nationwide generation capacity to nearly 50,000 MW.