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Transaction Agreement | 12 Months Ended
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Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Transaction Agreement | TRANSACTION AGREEMENT On March 6, 2023, Vistra Operations and Merger Sub entered into the Transaction Agreement with Energy Harbor pursuant to which, upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into Energy Harbor, with Energy Harbor surviving as an indirect subsidiary of Vistra. The Transaction Agreement, the Merger and the other Transactions were approved by each of Vistra's Board and Energy Harbor's board of directors. Subject to the terms and conditions of the Transaction Agreement, prior to the consummation of the Merger, Vistra will cause certain of its affiliates to transfer certain of its affiliate entities, including Merger Sub, to an indirect wholly owned subsidiary of Vistra (Vistra Vision). Subject to the terms and conditions of the Transaction Agreement, at the effective time of the Merger (Effective Time), the issued and outstanding shares of Energy Harbor common stock other than shares that are being exchanged by certain funds and accounts managed by Nuveen Asset Management LLC and certain funds managed by Avenue Capital Management II, L.P. (Rollover Holders) for 15% of the direct or indirect equity interests in Vistra Vision, and certain other shares, each as specified in the Transaction Agreement and the Contribution and Exchange Agreements (as defined below) will be cancelled and extinguished and automatically converted into the right to receive cash consideration per share payable in the Merger. Vistra's transfer of cash and equity in Vistra Vision in exchange for the issued and outstanding shares of Energy Harbor common stock will be covered under the non-recognition provisions of the Internal Revenue Code. The Aggregate Base Transaction Value is defined in the Transaction Agreement to be (a) the Aggregate Cash Consideration Value (defined in the Transaction Agreement to be $3.0 billion), plus (b) for the 15% equity in Vistra Vision, the Aggregate Equity Consideration Value (defined in the Transaction Agreement to be $3.333 billion for the purpose of determining the amount per share to be distributed to Energy Harbor's stockholders), minus (c) certain adjustments as specified in the Transaction Agreement. In addition, in connection with the Merger, Energy Harbor's equity awards will be cancelled for cash based on the per share Merger consideration for the shares underlying such equity awards and Energy Harbor's stockholders (including Rollover Holders and holders of Energy Harbor equity awards) will receive an additional amount of cash paid from Energy Harbor to the extent of Energy Harbor's unrestricted cash on hand as of the closing, subject to certain adjustments as specified in the Transaction Agreement. In addition, Vistra Operations will pay up to $100 million of Energy Harbor's transaction expenses. On February 16, 2024, we received approval from FERC to acquire Energy Harbor, which was the last regulatory approval needed to close the acquisition. Consummation of the Transactions is subject to customary closing conditions, and we anticipate closing on March 1, 2024. Vistra Vision will combine Energy Harbor's nuclear and retail businesses with Vistra's nuclear and retail businesses and certain of the Vistra Zero renewables and energy storage projects. This combination is expected to create a leading integrated retail electricity and zero-carbon generation company with the second-largest competitive nuclear fleet in the U.S., along with a growing renewables and energy storage portfolio. This transaction is expected to accelerate Vistra's path to a clean energy transition by more than doubling the amount of zero-carbon generation it has online at the time of the Transactions' closing. Financing Arrangements In connection with the Transactions, in March 2023, Vistra Operations entered into a debt commitment letter (Commitment Letter) and related fee letters with various lenders (Commitment Parties), pursuant to which, and subject to the terms and conditions set forth therein, the Commitment Parties committed to provide (a) up to approximately $3.0 billion in an aggregate principal amount of senior secured bridge loans under a 364-day senior secured bridge loan credit facility (Acquisition Bridge Facility), (b) in the event Vistra Operations did not obtain certain required consents and amendments from the lenders under the Vistra Operations Credit Agreement, a 364-day senior secured term loan B bridge facility in an aggregate principal amount of up to approximately $2.5 billion (TLB Refinancing Bridge Facility) and (c) in the event Vistra Operations did not obtain certain required consents and amendments from the lenders under the Vistra Operations Commodity-Linked Credit Agreement, a replacement commodity-linked revolving credit facility in an aggregate principal amount up to $300 million (Refinancing Commodity-Linked Revolving Credit Facility). Vistra Operations subsequently obtained commitments from the lenders under the Vistra Operations Credit Agreement and Vistra Operations Commodity-Linked Credit Agreement to provide the required consents and amendments which resulted in the termination of the commitments for each of the TLB Refinancing Bridge Facility and the Refinancing Commodity-Linked Revolving Credit Facility. In September 2023, the Acquisition Bridge Facility was terminated as a result of the issuance of $1.75 billion of a combination of senior secured and senior unsecured notes by Vistra Operations in September 2023 that are expected to be used, together with cash on hand, to fund the Transactions. Fees related to the Commitment Letter totaled $21 million in the year ended December 31, 2023 which were classified as interest expense and related charges in the consolidated statement of operations.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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