Vistra begins cash tender offer

Vistra announced the commencement of a cash tender offer to purchase any and all outstanding rights for the benefit of registered holders to receive payments from the Company related to certain tax benefits that were issued pursuant to that certain Tax Receivable Agreement, dated October 3, 2016, by and between the Company and American Stock Transfer & Trust Company, a New York limited liability trust company, as transfer agent, as amended and restated by the Amended and Restated Tax Receivable Agreement, dated as of December 29, 2023, by and between the Company and Equiniti Trust Company, a New York limited liability company, as transfer agent. The Company repurchased approximately 85% of the outstanding TRA Rights for a purchase price of $1.50 each in a series of privately negotiated transactions that occurred in December 2023 and January 2024. In connection with the Previous Transactions, certain amendments were effectuated in the Tax Receivable Agreement, including the removal of the Company’s obligation to provide Holders with regular reporting and access to information, limitations on the transferability of the TRA Rights, removal of certain obligations of the Company in the event it incurs indebtedness and (iv) a change to the definition of “Change of Control.” Additionally, the Company agreed in the Previous Transactions that if the Company repurchases TRA Rights at any time on or prior to June 26, 2024 at a price per TRA Right greater than $1.50, the Company will pay the selling holders in the Previous Transactions an amount equal to such excess purchase price per TRA Right sold by such selling holders.