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Debt | 12 Months Ended
--- | ---
Dec. 31, 2023
Debt Disclosure [Abstract] |
Debt | DEBT Amounts in the table below represent the categories of long-term debt obligations, including amounts due currently, incurred by the Company.
| December 31,
| 2023 |  | 2022
Vistra Operations Credit Facilities, Term Loan B-3 Facility due December 20, 2030 | $ | 2,500 |  |  | $ | 2,514 |
Vistra Operations Senior Secured Notes: |  |  |
4.875% Senior Secured Notes, due May 13, 2024 | 400 |  |  | 400 |
3.550% Senior Secured Notes, due July 15, 2024 | 1,500 |  |  | 1,500 |
5.125% Senior Secured Notes, due May 13, 2025 | 1,100 |  |  | 1,100 |
3.700% Senior Secured Notes, due January 30, 2027 | 800 |  |  | 800 |
4.300% Senior Secured Notes, due July 15, 2029 | 800 |  |  | 800 |
6.950% Senior Secured Notes, due October 15, 2033 | 1,050 |  |  | — |
Total Vistra Operations Senior Secured Notes | 5,650 |  |  | 4,600 |
Vistra Operations Senior Unsecured Notes: |  |  |
5.500% Senior Unsecured Notes, due September 1, 2026 | 1,000 |  |  | 1,000 |
5.625% Senior Unsecured Notes, due February 15, 2027 | 1,300 |  |  | 1,300 |
5.000% Senior Unsecured Notes, due July 31, 2027 | 1,300 |  |  | 1,300 |
4.375% Senior Unsecured Notes, due May 15, 2029 | 1,250 |  |  | 1,250 |
7.750% Senior Unsecured Notes, due October 15, 2031 | 1,450 |  |  | — |
Total Vistra Operations Senior Unsecured Notes | 6,300 |  |  | 4,850 |
Other: |  |  |
Equipment Financing Agreements | 67 |  |  | 79 |
Total other long-term debt | 67 |  |  | 79 |
Unamortized debt premiums, discounts and issuance costs | (115) |  |  | (72) |
Total long-term debt including amounts due currently | 14,402 |  |  | 11,971 |
Less amounts due currently (a) | (2,286) |  |  | (38) |
Total long-term debt less amounts due currently | $ | 12,116 |  |  | $ | 11,933 |
____________ (a) Includes $356 million of the 5.125% senior secured notes due 2025 repurchased for cash as part of the Senior Secured Notes Tender Offer in January 2024 (described below) as the payment was made with current assets on our consolidated balance sheet as of December 31, 2023. As of December 31, 2023 and 2022, outstanding short-term borrowings under the Revolving Credit Facility and the Commodity-Linked Facility (each described below) totaled zero and $650 million, respectively. Vistra Operations Credit Facilities and Commodity-Linked Revolving Credit Facility Vistra Operations Credit Facilities As of December 31, 2023, the Vistra Operations Credit Facilities consisted of up to $5.675 billion in senior secured, first-lien revolving credit commitments and outstanding term loans, which consisted of revolving credit commitments of up to $3.175 billion (Revolving Credit Facility) and term loans of $2.5 billion (Term Loan B-3 Facility). These amounts reflect the following transactions and amendments completed in 2023, 2022 and 2021: •On December 20, 2023, Vistra Operations entered into an amendment (December 2023 Credit Agreement Amendment) to the Vistra Operations Credit Agreement among Vistra Operations, as borrower, Vistra Intermediate, the guarantors party thereto, the 2023 Incremental Term Loan Lender, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and other parties named therein. Pursuant to the December 2023 Credit Agreement Amendment, (i) incremental term loans totaling $7 million aggregate principal amount were established and were added to (and made part of) the existing Term Loan B-3 Facility, (ii) the maturity date of the Term Loan B-3 Facility was extended to December 20, 2030, (iii) Credit Suisse AG, Cayman Islands Branch provided notice of its intent to resign as administrative agent, collateral agent and a letter of credit issuer and Vistra Operations and the required lenders agreed to appoint Citibank, N.A. as successor thereto upon the effectiveness of such resignation, (iv) interest rate margins on the Term SOFR Rate and Alternate Base Rate (ABR) were increased by 25 basis points, and (v) the credit spread adjustment related to the Adjusted Term SOFR Rate applicable to the Term B-3 Facility, as discussed in the April 2023 Credit Agreement Amendment below, was eliminated. Fees and expenses related to the December 2023 Credit Agreement Amendment of $19 million and original issue discount of $25 million were capitalized as a reduction in the carrying amount of the debt. We recorded an extinguishment gain of $3 million related to the December 2023 Credit Agreement Amendment in interest expense and other charges in our consolidated statements of operations. •On September 26, 2023, Vistra Operations entered into (a) an amendment to the Vistra Operations Credit Agreement, among Vistra Operations, as borrower, Vistra Intermediate, the guarantors party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other parties named therein, and (b) an amendment to the Vistra Operations Commodity-Linked Credit Agreement, among Vistra Operations, as borrower, Vistra Intermediate, the guarantors party thereto, Citibank, N.A., as administrative agent, and the other parties named therein (such amendments, the September 2023 Amendments). The September 2023 Amendments, among other things, (i) implemented changes to certain covenants and other provisions of the Vistra Operations Credit Agreement and the Vistra Operations Commodity-Linked Credit Agreement, as applicable, to allow for the Energy Harbor acquisition and related additional financings contemplated by the Commitment Letter and (ii) provided for additional operational flexibility in the conduct of Vistra Operation's business. In addition, the September 2023 amendment to the Vistra Operations Commodity-Linked Credit Agreement also provided Vistra Operations the flexibility to update the deemed hedge portfolio that serves as the borrowing base under the Commodity-Linked Facility on a more frequent basis. •On April 28, 2023, Vistra Operations entered into an amendment (April 2023 Credit Agreement Amendment) to the Vistra Operations Credit Agreement, among Vistra Operations, as borrower, Vistra Intermediate, the guarantors party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other parties named therein. Pursuant to the April 2023 Credit Agreement Amendment, and in light of a public statement by the supervisor for the administrator of the "LIBOR Rate" identifying June 30, 2023 as the date after which the "LIBOR Rate" was to permanently or indefinitely cease to be published, the "LIBOR Rate", with respect to the term loans under the Vistra Operations Credit Agreement, ceased to be applicable after June 30, 2023 and was replaced by the Adjusted Term SOFR Rate, other than as expressly contemplated by the April 2023 Credit Agreement Amendment. The Adjusted Term SOFR Rate with respect to the Term Loan B-3 Facility was effective through December 20, 2023 and was the interest rate per annum equal to the Term SOFR Rate plus (a) with respect to an interest period of one month, 0.11% per annum, (b) with respect to an interest period of three months, 0.26% per annum and (c) with respect to an interest period of six months, 0.43% per annum. •On April 29, 2022 (April 2022 Amendment Effective Date) and July 18, 2022 (July 2022 Amendment Effective Date), Vistra Operations entered into amendments (2022 Credit Agreement Amendments) to the Vistra Operations Credit Agreement, among Vistra Operations, as borrower, Vistra Intermediate, the guarantors party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the other parties named therein. Pursuant to the 2022 Credit Agreement Amendments, new classes of extended revolving credit commitments maturing in April 2027 were established in aggregate amounts of $2.8 billion and $725 million as of the April 2022 Amendment Effective Date and the July 2022 Amendment Effective Date, respectively. The July 18, 2022 amendment to the Vistra Operations Credit Agreement also provided that Vistra Operations would terminate at least $350 million in Extended Revolving Credit Facility (as defined below) commitments by December 30, 2022 or earlier if Vistra Operations or any guarantor receives proceeds from any capital markets transaction whose primary purpose is designed to enhance the liquidity of Vistra Operations and its guarantors. In accordance with this requirement, effective December 30, 2022, Vistra Operations terminated $350 million in revolving commitments. After giving effect to the 2022 Credit Agreement Amendments and the revolving commitment reduction, the aggregate amount of revolving commitments maturing on April 29, 2027 equals $3.175 billion (Extended Revolving Credit Facility), while the $200 million in revolving commitments that matured on June 14, 2023 (Non-Extended Revolving Credit Facility) remained unchanged by the Credit Agreement Amendments. Furthermore, the 2022 Credit Agreement Amendments appointed new revolving letter of credit issuers, such that the aggregate amount of revolving letter of credit commitments equals $3.105 billion after giving effect to (i) the 2022 Credit Agreement Amendments and (ii) the maturity of the Non-Extended Credit Facility on June 14, 2023 in accordance with the terms of the Vistra Operations Credit Agreement. Fees and expenses related to the 2022 Credit Agreement Amendments totaled $8 million in the year ended December 31, 2022, which were capitalized as a reduction in the carrying amount of the debt. •In March 2021, Vistra Operations borrowed $1.0 billion principal amount under the Term Loan A Facility. In April 2021, Vistra Operations borrowed an additional $250 million principal amount under the Term Loan A Facility. Proceeds from the Term Loan A Facility, together with cash on hand, were used to repay certain amounts outstanding under the Revolving Credit Facility. Borrowings under the Term Loan A Facility were reported in short-term borrowings in our consolidated balance sheet. In May 2021, Vistra Operations used the proceeds from the issuance of the Vistra Operations 4.375% senior unsecured notes due 2029 (described below), together with cash on hand, to repay the $1.25 billion borrowings under the Term Loan A Facility. We recorded an extinguishment loss of $1 million on the transaction in the year ended December 31, 2021. Our credit facilities and related available capacity at December 31, 2023 are presented below.
|  |  |  | December 31, 2023
Credit Facilities |  | Maturity Date |  | Facility Limit |  | Cash Borrowings |  | Letters of Credit Outstanding |  | Available Capacity
Extended Revolving Credit Facility (a) |  | April 29, 2027 |  | $ | 3,175 |  |  | $ | — |  |  | $ | 1,962 |  |  | $ | 1,213 |
Term Loan B-3 Facility (b) |  | December 20, 2030 |  | 2,500 |  |  | 2,500 |  |  | — |  |  | — |
Total Vistra Operations Credit Facilities |  |  |  | $ | 5,675 |  |  | $ | 2,500 |  |  | $ | 1,962 |  |  | $ | 1,213 |
Commodity-Linked Facility (c) |  | October 2, 2024 |  | $ | 1,575 |  |  | $ | — |  |  | — |  |  | $ | 1,101 |
Total Credit Facilities |  |  |  | $ | 7,250 |  |  | $ | 2,500 |  |  | $ | 1,962 |  |  | $ | 2,314 |
___________ (a)Extended Revolving Credit Facility is used for general corporate purposes. Cash borrowings under the Extended Revolving Credit Facility are reported in short-term borrowings in our consolidated balance sheets. The full amount of Extended Revolving Credit Facility available capacity can be utilized to issue letters of credit. In December 2022, Vistra Operations terminated $350 million in Extended Revolving Credit Facility commitments. (b)Effective December 20, 2023, cash borrowings under the Term Loan B-3 Facility are subject to required scheduled quarterly payments of $6.25 million beginning in March 2024. Amounts paid cannot be reborrowed. (c)Commodity-Linked Facility (defined below) is used to support our comprehensive hedging strategy. As of December 31, 2023, the borrowing base of $1.101 billion is lower than the facility limit which represents aggregate commitments of $1.575 billion. See Commodity-Linked Revolving Credit Facility below for discussion of the borrowing base calculation. The Commodity-Linked Facility was amended in October 2023, increasing the aggregate commitments to $1.575 billion and extending the term to October 2024. The deemed hedge portfolio was also updated to reflect current hedge positions, including the addition of the 2025 deemed hedges. Cash borrowings under the Commodity-Linked Facility are reported in short-term borrowings in our consolidated balance sheets. Under the Vistra Operations Credit Agreement, the interest applicable to the Extended Revolving Credit Facility is based on the forward-looking term rate based on SOFR (Term SOFR Rate) plus a spread that will range from 1.25% to 2.00%, based on the ratings of Vistra Operations' senior secured long-term debt securities, and the fee on any undrawn amounts with respect to the Extended Revolving Credit Facility will range from 17.5 basis points to 35.0 basis points, based on ratings of Vistra Operations' senior secured long-term debt securities. As of December 31, 2023, the applicable interest rate margins for the Extended Revolving Credit Facility and the fee for undrawn amounts relating to such extended commitments were lowered to 1.70% and 26.5 basis points, respectively, related to a sustainability pricing adjustment based on certain sustainability-linked targets and thresholds. As of December 31, 2023, there were no outstanding borrowings under the Extended Revolving Credit Facility. Letters of credit issued under the Extended Revolving Credit Facility bear interest that ranges from 1.25% to 2.00% (based on the ratings of Vistra Operations' senior secured long-term debt securities), which as of December 31, 2023 was reduced to 1.70% as a result of a sustainability pricing adjustment. The Vistra Operations Credit Facilities also provide for certain additional customary fees payable to the agents and lenders, including fronting fees with respect to outstanding letters of credit. Effective December 20, 2023, the principal amount under the Term Loan B-3 Facility increased from $2.493 billion to $2.50 billion and bears interest based on the applicable Term SOFR Rate, plus a fixed spread of 2.00% and the weighted average interest rates before taking into consideration interest rate swaps on outstanding borrowings was 7.36% under the Term Loan B-3 Facility. Obligations under the Vistra Operations Credit Facilities are secured by liens covering substantially all of Vistra Operations' (and certain of its subsidiaries') consolidated assets, rights and properties, subject to certain exceptions set forth in the Vistra Operations Credit Facilities. The Vistra Operations Credit Agreement includes certain collateral suspension provisions that would take effect upon Vistra Operations achieving unsecured investment grade ratings from two ratings agencies, there being no Term Loans (under and as defined in the Vistra Operations Credit Agreement) then outstanding (or the holders thereof agreeing to release such security interests), and there being no outstanding revolving credit commitments the maturities of which have not been extended to April 29, 2027 (or the holders thereof agreeing to release such security interests), such collateral suspension provisions would continue to be in effect unless and until Vistra Operations no longer holds unsecured investment grade ratings from at least two ratings agencies, at which point collateral reversion provisions would take effect (subject to a 60-day grace period). The Vistra Operations Credit Facilities also permit certain hedging agreements and cash management agreements to be secured on a pari-passu basis with the Vistra Operations Credit Facilities in the event those hedging agreements and cash management agreements met certain criteria set forth in the Vistra Operations Credit Facilities. The Vistra Operations Credit Facilities provide for affirmative and negative covenants applicable to Vistra Operations (and its restricted subsidiaries), including affirmative covenants requiring it to provide financial and other information to the agents under the Vistra Operations Credit Facilities and to not change its lines of business, and negative covenants restricting Vistra Operations' (and its restricted subsidiaries') ability to incur additional indebtedness, make investments, dispose of assets, pay dividends, grant liens or take certain other actions, in each case, except as permitted in the Vistra Operations Credit Facilities. Vistra Operations' ability to borrow under the Vistra Operations Credit Facilities is subject to the satisfaction of certain customary conditions precedent set forth therein. The Vistra Operations Credit Facilities provide for certain customary events of default, including events of default resulting from non-payment of principal, interest or fees when due, material breaches of representations and warranties, material breaches of covenants in the Vistra Operations Credit Facilities or ancillary loan documents, cross-defaults under other agreements or instruments and the entry of material judgments against Vistra Operations. Solely with respect to the Revolving Credit Facility, and solely during a compliance period (which, in general, is applicable when the aggregate revolving borrowings and issued revolving letters of credit (in excess of $300 million) exceed 30% of the revolving commitments), the agreement includes a covenant that requires the consolidated first lien net leverage ratio, which is based on the ratio of net first lien debt compared to an EBITDA calculation defined under the terms of the Vistra Operations Credit Facilities, not to exceed 4.25 to 1.00 (or, during a collateral suspension period, the consolidated total net leverage ratio, which is based on the ratio of consolidated total debt compared to an EBITDA calculation defined under the terms of the Vistra Operations Credit Facilities, not to exceed 5.50 to 1.00). As of December 31, 2023, we were in compliance with this financial covenant. Upon the existence of an event of default, the Vistra Operations Credit Facilities provide that all principal, interest and other amounts due thereunder will become immediately due and payable, either automatically or at the election of specified lenders. Commodity-Linked Revolving Credit Facility In order to support our comprehensive hedging strategy, in February 2022, Vistra Operations entered into a $1.0 billion senior secured commodity-linked revolving credit facility (Commodity-Linked Facility) by and among Vistra Operations, Vistra Intermediate, the lenders, joint lead arrangers and joint bookrunners party thereto, and Citibank, N.A., as administrative agent and collateral agent. In May 2022, we entered into an amendment to the Commodity-Linked Facility to increase the aggregate available commitments from $1.0 billion to $2.0 billion and to provide the flexibility, subject to our ability to obtain additional commitments, to further increase the size of the Commodity-Linked Facility by an additional $1.0 billion to a facility size of $3.0 billion. Subsequent amendments in May 2022 and June 2022 increased the aggregate available commitments from $2.0 billion to $2.25 billion. In October 2022, Vistra initiated amendments to the Commodity-Linked Facility to, among other things, reduce the aggregate available commitments to $1.35 billion. In September 2023, the Commodity-Linked Credit Agreement was amended to (i) conform to changes and modifications consistent with the Vistra Operations Credit Agreement including to allow for the Energy Harbor acquisition and related additional financings contemplated by the Commitment Letter and (ii) give Vistra Operations the flexibility to update the deemed hedge portfolio that serves as the borrowing base under the Commodity-Linked Facility on a more frequent basis. In October 2023, Vistra Operations initiated amendments to the Commodity-Linked Facility to, among other things,(i) extend the maturity date to October 2, 2024 and (ii) increase the aggregate available commitments to $1.575 billion. Under the Commodity-Linked Facility, the borrowing base is calculated on a weekly basis based on a set of theoretical transactions which approximate a portion of the hedge portfolio of Vistra Operations and certain of its subsidiaries in certain power markets, with availability thereunder not to exceed the aggregate available commitments nor be less than zero. Vistra Operations may, at its option, borrow an amount up to the borrowing base, as adjusted from time to time, provided that if outstanding borrowings at any time would exceed the borrowing base, Vistra Operations shall make a repayment to reduce outstanding borrowings to be less than or equal to the borrowing base. Vistra Operations intends to use any borrowings provided under the Commodity-Linked Facility to make cash postings as required under various commodity contracts to which Vistra Operations and its subsidiaries are parties as power prices increase from time-to time and for other working capital and general corporate purposes. Under the Vistra Operations Commodity-Linked Credit Agreement, the interest applicable to the Commodity-Linked Facility is based on the Term SOFR Rate plus a spread that will range from 1.25% to 2.00%, based on the ratings of Vistra Operations' senior secured long-term debt securities, and the fee on any undrawn amounts with respect to the Commodity-Linked Facility will range from 17.5 basis points to 35.0 basis points, based on ratings of Vistra Operations' senior secured long-term debt securities. As of December 31, 2023, the applicable interest rate margins for the Commodity-Linked Facility and the fee on any undrawn amounts with respect to the Commodity-Linked Facility were lowered to 1.70% and 26.5 basis points, respectively, related to a sustainability pricing adjustment based on certain sustainability-linked targets and thresholds. As of December 31, 2023, there were no outstanding borrowings under the Commodity-Linked Facility. The Vistra Operations Commodity-Linked Credit Agreement includes a covenant, solely during a compliance period (which, in general, is applicable when the aggregate revolving borrowings exceeds 30% of the revolving commitments), that requires the consolidated first lien net leverage ratio, which is based on the ratio of net first lien debt compared to an EBITDA calculation defined under the terms of the Commodity-Linked Facility, not to exceed 4.25 to 1.00 (or, during a collateral suspension period, the consolidated total net leverage ratio, which is based on the ratio of consolidated total debt compared to an EBITDA calculation defined under the terms of the Commodity-Linked Facility, not to exceed 5.50 to 1.00). As of December 31, 2023, we were in compliance with this financial covenant. Interest Rate Swaps Vistra employs interest rate swaps to hedge our exposure to variable rate debt. As of December 31, 2023, Vistra has entered into the following series of interest rate swap transactions. The rate ranges in the table below reflect the fixed leg of each swap plus an interest margin of 2.00%. The February 2024 and July 2026 swaps were amended in the second quarter of 2023 to reflect the conversion of LIBOR to SOFR.
|  | Notional Amount |  | Expiration Date |  | Rate Range
Swapped to fixed |  | $600 |  | February 2024 |  | 3.86 | % | - | 3.88%
Swapped to variable |  | $600 |  | February 2024 |  | 3.35 | % | - | 3.36%
Swapped to fixed |  | $3,000 |  | July 2026 |  | 4.89 | % | - | 4.97%
Swapped to variable |  | $700 |  | July 2026 |  | 3.44 | % | - | 3.49%
Swapped to fixed (a) |  | $1,625 |  | December 2030 |  | 5.20 | % | - | 5.37%
____________ (a)Effective from July 2026 through December 2030. During 2019, Vistra entered into interest rate swaps, pursuant to which Vistra will pay a variable rate and receive a fixed rate. The terms of these new swaps were matched against the terms of certain existing swaps, effectively offsetting the hedge of the existing swaps and fixing the out-of-the-money position of such swaps. These matched swaps will settle over time, in accordance with the original contractual terms. Swaps expiring in July 2026 continue to hedge our exposure on $2.30 billion of debt through July 2026. In October 2023, Vistra settled and terminated $120 million notional amount of each series of interest rate swaps expiring in February 2024. In March 2023, Vistra entered into $750 million notional amount of interest rate swaps to hedge future floating rate debt issuances. The swaps were effective as of December 31, 2023 and expire December 31, 2030. In December 2023, we settled the January 2024 through July 2026 mark-to-market gain of these swaps for $13 million in cash proceeds, amended the effective dates to July 31, 2026 and modified the fixed rate coupons to correspond with the one-month Term SOFR Rate. In addition, in December 2023, Vistra entered into $875 million notional amount of interest rate swaps effective July 31, 2026 and expire December 31, 2030. These swaps, along with the $750 million notional amount of interest rate swaps entered into in March 2023, will hedge our exposure on $1.625 billion of floating rate debt from August 2026 through December 2030. Secured Letter of Credit Facilities In August and September 2020, Vistra entered into uncommitted standby letter of credit facilities that are each secured by a first lien on substantially all of Vistra Operations' (and certain of its subsidiaries') assets (which ranks pari passu with the Vistra Operations Credit Facilities) (each, a Secured LOC Facility and collectively, the Secured LOC Facilities). The Secured LOC Facilities are used for general corporate purposes. In October 2021, September 2022 and October 2022, Vistra entered into additional Secured LOC Facilities which are used for general corporate purposes. As of December 31, 2023, $788 million of letters of credit were outstanding under the Secured LOC Facilities. Each of the Secured LOC Facilities includes a covenant that requires the consolidated first-lien net leverage ratio not to exceed 4.25 to 1.00 (or, for certain facilities that include a collateral suspension mechanism, during a collateral suspension period, the consolidated total net leverage ratio not to exceed 5.50 to 1.00). As of December 31, 2023, we were in compliance with these financial covenants. Vistra Operations Senior Secured Notes In September and December 2023, Vistra Operations issued $650 million and $400 million, respectively, aggregate principal amount of 6.950% senior secured notes due 2033 (6.950% Senior Secured Notes) in offerings to eligible purchasers under Rule 144A and Regulation S under the Securities Act. The 6.950% Senior Secured Notes were sold pursuant to a purchase agreement by and among Vistra Operations, certain direct and indirect subsidiaries of Vistra Operations and Citigroup Global Markets Inc., as representative of the several initial purchasers. The 6.950% Senior Secured Notes mature in October 2033, with interest payable in cash semiannually in arrears on April 15 and October 15 beginning April 2024. Net proceeds from the September 2023 issuance totaling $643 million, together with proceeds from the September 2023 issuance of 7.750% Senior Unsecured Notes discussed below and cash on hand, will be used to fund the Transactions. Net proceeds from the December 2023 issuance totaling $412 million, together with proceeds from the December 2023 issuance of 7.750% Senior Unsecured Notes discussed below and cash on hand, were used to pay the purchase price and accrued interest (together with fees and expenses) required in connection with the Senior Secured Notes Tender Offer described below. In the year ended December 31, 2023, fees and expenses of $12 million and a debt premium of $9 million related to these offerings were capitalized as a reduction in the carrying amount of the debt. In May 2022, Vistra Operations issued $1.5 billion aggregate principal amount of senior secured notes (2022 Senior Secured Notes), consisting of $400 million aggregate principal amount of 4.875% senior secured notes due 2024 (4.875% Senior Secured Notes) and $1.1 billion aggregate principal amount of 5.125% senior secured notes due 2025 (5.125% Senior Secured Notes) in an offering to eligible purchasers under Rule 144A and Regulation S under the Securities Act (Senior Secured Notes Offering). The 2022 Senior Secured Notes were sold pursuant to a purchase agreement by and among Vistra Operations, certain direct and indirect subsidiaries of Vistra Operations and Citigroup Global Markets Inc., as representative of the several initial purchasers. The 4.875% Senior Secured Notes mature in May 2024 and the 5.125% Senior Secured Notes mature in May 2025. Interest on the 2022 Senior Secured Notes is payable in cash semiannually in arrears on May 13 and November 13 of each year, beginning in November 2022. Net proceeds from the Senior Secured Notes Offering totaling $1.485 billion, together with cash on hand, were used to pay down borrowings under the Commodity-Linked Facility. Fees and expenses related to the offering totaled $17 million in the year ended December 31, 2023, which were capitalized as a reduction in the carrying amount of the debt. Since 2019, Vistra Operations issued and sold $5.65 billion aggregate principal amount of senior secured notes in offerings to eligible purchasers under Rule 144A and Regulation S under the Securities Act. The indenture (as may be amended or supplemented from time to time, the Vistra Operations Senior Secured Indenture) governing the 3.550% senior secured notes due 2024, the 3.700% senior secured notes due 2027, the 4.300% senior secured notes due 2029, the 2022 Senior Secured Notes and the 6.950% Senior Secured Notes (collectively, as each may be amended or supplemented from time to time, the Senior Secured Notes) provides for the full and unconditional guarantee by certain of Vistra Operations' current and future subsidiaries that also guarantee the Vistra Operations Credit Facilities. The Senior Secured Notes are secured by a first-priority security interest in the same collateral that is pledged for the benefit of the lenders under the Vistra Operations Credit Facilities, which consists of a substantial portion of the property, assets and rights owned by Vistra Operations and certain direct and indirect subsidiaries of Vistra Operations as subsidiary guarantors (collectively, the Guarantor Subsidiaries) as well as the stock of Vistra Operations held by Vistra Intermediate. The collateral securing the Senior Secured Notes will be released if Vistra Operations' senior, unsecured long-term debt securities obtain an investment grade rating from two out of the three rating agencies, subject to reversion if such rating agencies withdraw the investment grade rating of Vistra Operations' senior, unsecured long-term debt securities or downgrade such rating below investment grade. The Vistra Operations Senior Secured Indenture contains certain covenants and restrictions, including, among others, restrictions on the ability of Vistra Operations and its subsidiaries, as applicable, to create certain liens, merge or consolidate with another entity, and sell all or substantially all of their assets. Senior Secured Notes Tender Offer — In January 2024, Vistra Operations used the net proceeds from the December 2023 issuances of 6.950% Senior Secured Notes discussed above and 7.750% Senior Unsecured Notes discussed below and cash on hand to fund a cash tender offer (Senior Secured Notes Tender Offer) to purchase for cash $759 million aggregate principal amount of certain notes, including $58 million of 4.875% senior secured notes due 2024, $345 million of 3.550% senior secured notes due 2024 and $356 million of the 5.125% senior secured notes due 2025. Vistra Operations Senior Unsecured Notes In September and December 2023, Vistra Operations issued $1.1 billion and $350 million, respectively, aggregate principal amount of 7.750% senior unsecured notes due 2031 (7.750% Senior Unsecured Notes) in offerings to eligible purchasers under Rule 144A and Regulation S under the Securities Act. The 7.750% Senior Unsecured Notes were sold pursuant to a purchase agreement by and among Vistra Operations, certain direct and indirect subsidiaries of Vistra Operations and Citigroup Global Markets Inc., as representative of the several initial purchasers. The 7.750% Senior Unsecured Notes mature in October 2031, with interest payable in cash semiannually in arrears on April 15 and October 15 beginning April 2024. Net proceeds from the September 2023 issuances totaling $1.089 billion, together with proceeds from the September 2023 issuance of 6.950% Senior Secured Notes discussed above and cash on hand, will be used to fund the Transactions. Net proceeds from the December 2023 issuances totaling $360 million, together with proceeds from the December 2023 issuance of 6.950% Senior Secured Notes discussed above and cash on hand, were used to pay the purchase price and accrued interest (together with fees and expenses) required in connection with the Senior Secured Notes Tender Offer described above. In the year ended December 31, 2023, fees and expenses of $17 million and a debt premium of $7 million related to these offerings were capitalized as a reduction in the carrying amount of the debt. In May 2021, Vistra Operations issued and sold $1.25 billion aggregate principal amount of 4.375% senior unsecured notes due 2029 in an offering to eligible purchasers under Rule 144A and Regulation S under the Securities Act. The 4.375% senior unsecured notes due 2029 were sold pursuant to a purchase agreement by and among Vistra Operations, the Guarantor Subsidiaries and J.P. Morgan Securities LLC, as representative of the several initial purchasers. The 4.375% senior unsecured notes mature in May 2029, with interest payable in arrears on May 1 and November 1 beginning November 1, 2021 with interest accrued from May 10, 2021. Net proceeds, together with cash on hand, were used to repay all amounts outstanding under the Term Loan A Facility and to pay fees and expenses of $15 million related to the offering. Fees and expenses were capitalized as a reduction in the carrying amount of the debt. Since 2018, Vistra Operations has issued and sold $6.30 billion aggregate principal amount of senior unsecured notes in offerings to eligible purchasers under Rule 144A and Regulation S under the Securities Act. The indentures governing the 5.500% senior unsecured notes due 2026, the 5.625% senior unsecured notes due 2027, the 5.000% senior unsecured notes due 2027, the 4.375% senior unsecured notes due 2029 and the 7.750% Senior Unsecured Notes (collectively, as each may be amended or supplemented from time to time, the Vistra Operations Senior Unsecured Indentures) provide for the full and unconditional guarantee by the Guarantor Subsidiaries of the punctual payment of the principal and interest on such notes. The Vistra Operations Senior Unsecured Indentures contain certain covenants and restrictions, including, among others, restrictions on the ability of Vistra Operations and its subsidiaries, as applicable, to create certain liens, merge or consolidate with another entity, and sell all or substantially all of their assets. Debt Repurchase Program In March 2021, the Board authorized up to $1.8 billion to voluntarily repay or repurchase outstanding debt, which authorization expired in March 2022 (Prior Authorization). No amounts were repurchased under the Prior Authorization. In October 2022, the Board re-authorized the voluntary repayment or repurchase of up to $1.8 billion of outstanding debt, with such authorization expiring on December 31, 2023 (Updated Authorization). Through December 31, 2023, no amounts were repurchased under the Updated Authorization. Maturities Long-term debt maturities at December 31, 2023 are as follows:
| December 31, 2023
2024 | $ | 2,293 |
2025 | 779 |
2026 | 1,031 |
2027 | 3,427 |
2028 | 27 |
Thereafter | 6,960 |
Unamortized premiums, discounts and debt issuance costs | (115) |
Total long-term debt, including amounts due currently | $ | 14,402 |

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