Vistra Corp 8-K, filed Nov 5, 2026
Vistra Corp. (VST)
8-K
2026-11-05
For: 2026-10-30
View Original
Added on
November 05, 2026
About this 8-K
Vistra Corp filed this 8-K on November 5, 2026, reporting on events of October 30, 2026.
Vistra Corp. completed its acquisition of Cogentrix Energy, adding 10 natural gas facilities totaling approximately 5,500 MW. It paid approximately $2.2 billion in cash and expects to repay $1.7 billion of assumed debt on or about November 5, 2026. AI summary
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 2.03: New debt or off-balance-sheet obligation
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2026
(Exact name of registrant as specified in its charter)
| | | | | |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | |
| (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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| | | | | NYSE Texas |
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. ☐
1
Item 2.01 Completion of Acquisition or Disposition of Assets
Transaction Agreements
On October 30, 2026, Vistra Operations Company LLC, a Delaware limited liability company (“Buyer”) and an indirect wholly owned subsidiary of Vistra Corp., a Delaware corporation (“Vistra”), completed its previously announced transaction pursuant to that certain Purchase and Sale Agreement (the “Purchase Agreement”) with Q-Generation Holdings, LLC, a Delaware limited liability company (“Seller”). Under the Purchase Agreement, Buyer acquired from Seller one hundred percent (100%) of the limited liability company interests in Q-Generation, LLC, a Delaware limited liability company (the “Acquired Company”) (the transactions contemplated by the Purchase Agreement, the “Purchase Transaction”).
Concurrently with the completion of the Purchase Transaction, Buyer and TSVME LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer (“Merger Sub”), completed the previously announced transaction pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”, and, together with the Purchase Agreement, the “Transaction Agreements”, and each a “Transaction Agreement”) with Hamilton Holdings II, LLC, a Delaware limited liability company and, prior to the completion of the Purchase Transaction, an indirect subsidiary of the Acquired Company (the “Target Company”), and Seller solely for purposes of Article II of the Merger Agreement and in its capacity as Members’ Representative (as defined in the Merger Agreement). Under the Merger Agreement, Merger Sub merged with and into the Target Company (the “Merger,” and the Merger together with the Purchase Transaction, the “Transactions”), with the Target Company surviving the Merger (the “Surviving Company”) on the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the Delaware Limited Liability Company Act. Immediately following the consummation of the Purchase Transaction and prior to the Merger, Buyer contributed Merger Sub to a direct or indirect wholly owned subsidiary of the Acquired Company. As a result of the Merger, the Surviving Company became a wholly owned subsidiary of the Acquired Company, and Merger Sub ceased to exist.
Pursuant to the Transaction Agreements, and in consideration for the limited liability company interests of the Acquired Company, consideration for the Merger, and other consideration received thereunder, Buyer and Vistra paid consideration consisting of (i) approximately $2.2 billion in cash (the “Cash Consideration”) (net of adjustments for working capital, acquired cash, the assumption of approximately $1.7 billion of outstanding indebtedness of the Acquired Company and its subsidiaries as of closing), and certain other adjustments and (ii) 5,000,000 shares of Vistra common stock, par value $0.01 per share, issued to Seller on the Closing Date at a mutually agreed-upon value of $185 per share (the “Stock Consideration”).
Pursuant to the Purchase Agreement, Vistra is required to file with the Securities and Exchange Commission (“SEC”), a shelf registration statement (or supplement thereto) registering the resale on a continuous basis of the shares of Vistra common stock comprising the Stock Consideration. In addition, Seller has agreed not to transfer the Stock Consideration for a period beginning on the Closing Date and continuing through January 30, 2027, subject to certain exceptions.
The foregoing description of the Transactions and the Transaction Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement and Merger Agreement, copies of which are filed as Exhibits 2.1 and 2.2, respectively, herein. The Transaction Agreements were attached to this 8-K to provide investors with information regarding their terms. They are not intended to provide any other factual information about Vistra, Buyer, Seller, the Acquired Company or the Target Company. In particular, the representations, warranties and covenants of each party set forth in the Transaction Agreements were made only for the purposes of, and were and are solely for the benefit of the parties to, the Transaction Agreements, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosure letters made for the purposes of allocating contractual risk between the parties to the Transaction Agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. The confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Transaction Agreements.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
In connection with the Transactions, approximately $1.7 billion of indebtedness of the Acquired Company and its subsidiaries was assumed. The indebtedness consisted of (1) approximately $800 million under a credit agreement among Cogentrix Finance HoldCo I, LLC, an indirect subsidiary of the Acquired Company, and the lenders thereunder and (2) $900 million under a credit agreement among Hamilton Projects Acquiror, LLC, an indirect subsidiary of the Acquired Company, and the lenders thereunder. On November 2, 2026, Vistra delivered to the lenders notice of its intent to repay the loans under the two credit agreements in full. Vistra expects to fully repay all term loans and revolving loans under the credit agreements on or about November 5, 2026.
2
Item 3.02. Unregistered Sales of Equity Securities.
On the Closing Date, Vistra issued 5,000,000 shares of Vistra common stock to Seller as the Stock Consideration. The shares of Vistra common stock comprising the Stock Consideration were issued in reliance on the exemption from registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), to a person who is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated by the SEC, without the use of any general solicitation or advertising to market or otherwise offer the securities for sale. Vistra relied upon representations, warranties, certifications and agreements of Seller in support of the satisfaction of the conditions contained in Section 4(a)(2) of the Securities Act. The shares of Vistra common stock comprising the Stock Consideration have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from such registration requirements.
Item 7.01. Regulation FD Disclosure.
On October 30, 2026, Vistra issued a press release announcing completion of the Transactions. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 attached hereto is deemed to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
|
Exhibit
No.
|
Description
|
|
|
Purchase and Sale Agreement, dated
as of December 31, 2025, by and among Q-Generation Holdings, LLC, Vistra
Operations Company LLC and Vistra Corp. (incorporated by reference to Exhibit
2.1 to Vistra’s Current Report on Form 8-K filed on January 5, 2026).
|
||
|
Agreement and Plan of Merger,
dated as of December 31, 2025, by and among Hamilton Holdings II, LLC, Vistra
Operations Company LLC, TSVME LLC and Q-Generation Holdings, LLC
(incorporated by reference to Exhibit 2.2 to Vistra’s Current Report on Form
8-K filed on January 5, 2026).
|
||
|
Press Release dated October 30,
2026.
|
||
|
104
|
The cover page from
this Current Report on Form 8-K, formatted in Inline XBRL.
|
* Certain schedules and other similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Vistra agrees to furnish supplementally a copy of any omitted schedules or attachments to the SEC upon its request.
3
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.
Dated: November 5, 2026
|
|
VISTRA CORP.
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ Kristopher E. Moldovan
|
|
|
Name:
|
|
Kristopher E. Moldovan
|
|
|
Title:
|
|
Executive Vice President and Chief Financial Officer
|
Exhibit 99.1
NEWS RELEASE
Vistra Completes Acquisition of Cogentrix Energy, Expanding Diverse Generation Fleet
Approximately 5,500 megawatts of modern natural gas capacity in key markets enhance company's ability to meet customer needs
IRVING, Texas, Oct. 30, 2026 — Vistra Corp. (NYSE: VST) today announced it has completed the acquisition of Cogentrix Energy, consisting of 10 modern natural gas generation facilities totaling approximately 5,500 MW of capacity, from funds managed by Quantum Capital Group. The transaction closing follows receipt of all required regulatory approvals. Combined with Vistra’s existing fleet, the additional assets bring Vistra’s generation portfolio to nearly 50,000 MW of capacity across the U.S.
With this acquisition, Vistra further expands its diverse generation portfolio, adding efficient combined-cycle combustion turbine and cogeneration assets in some of the most attractive and fastest-growing power regions in the country: PJM, ISO New England, and ERCOT. The closing builds on Vistra's track record of completing and integrating large acquisitions, including Energy Harbor in March 2024, which added approximately 4,000 MW of nuclear generation, and seven natural gas plants from Lotus Infrastructure Partners in October 2025, which added more than 2,300 MW of capacity to Vistra’s current fleet.
“Natural gas plays a critical role in meeting our nation’s growing energy needs, and the Cogentrix assets are a strong strategic fit for Vistra as we continue to grow our generation portfolio,” said Jim Burke, president and chief executive officer of Vistra. “We’re excited to bring these experienced teams together around a shared commitment to safety, operational excellence, and reliability. Our Vistra team knows how to successfully integrate generation assets into our fleet, and we look forward to building on Cogentrix’s strengths and delivering long-term value for our stakeholders.”
Acquisition of Cogentrix Portfolio
Portfolio Overview
|
Asset
|
State
|
ISO
|
Size (MW)
|
Technology
|
|
Patriot
|
Pennsylvania
|
PJM
|
881
|
CCGT
|
|
Hamilton-Liberty
|
Pennsylvania
|
PJM
|
881
|
CCGT
|
|
Lakewood
|
New Jersey
|
PJM
|
286
|
CCGT
|
|
Rock Springs
|
Maryland
|
PJM
|
740
|
CT
|
|
Ocean
|
New Jersey
|
PJM
|
375
|
CT
|
|
Newington
|
New Hampshire
|
ISO-NE
|
624
|
CCGT
|
|
Bridgeport
|
Connecticut
|
ISO-NE
|
558
|
CCGT
|
|
Tiverton
|
Rhode Island
|
ISO-NE
|
297
|
CCGT
|
|
Rumford
|
Maine
|
ISO-NE
|
271
|
CCGT
|
|
Altura Cogeneration
|
Texas
|
ERCOT
|
583
|
Cogeneration
|
|
Total
|
|
|
5,496
|
|
Note: Vistra has acquired 100% ownership in all the above plants, including the 25% interest in the Patriot and Hamilton-Liberty plants not previously owned by Cogentrix.
1
Vistra – Press Release
Oct. 30, 2026, Page 2
Media
Meranda Cohn
214-875-8004
Media.Relations@vistracorp.com
Analysts
Eric Micek
214-812-0046
Investor@vistracorp.com
Investor@vistracorp.com
About Vistra
Vistra (NYSE: VST) is a leading, Fortune 500 integrated retail electricity and power generation company based in Irving, Texas, that provides essential resources to customers, businesses, and communities from California to Maine. Vistra is a leader in transforming the energy landscape, with an unyielding focus on reliability, affordability, and sustainability. The company safely operates a reliable, efficient power generation fleet of natural gas, nuclear, coal, solar, and battery energy storage facilities while taking an innovative, customer-centric approach to its retail business.