Investor Presentaiton
Simplified Pro Forma Structure and Key Transaction Terms
VISTRA
Nuveen
Avenue Capital
15%
85%
"Vistra Vision"
~$3,430M Net Debt
Nuclear, renewables,
storage and retail
businesses
VISTRA
Shareholders
Vistra
Corp.
Vistra
Operations
Vistra Investor Presentation/June 2023
100%
"Vistra Tradition"
Vistra's Conventional
Generation Assets
Transaction Structure
Energy Harbor will merge into a subsidiary of Vistra Vision
Vistra will own a controlling 85% ownership interest in Vistra Vision;
Nuveen and Avenue Capital will own the remaining 15%
Structure provides investment opportunities and potential flexibility as
energy markets evolve
Consideration
15% minority stake in Vistra Vision; no conversion or put rights
$3.0 billion in cash
Vistra Vision assumes ~$430 million of net debt from Energy Harbor
Minority Rights / Approvals
Vistra will operate Vistra Vision within its current integrated model,
ensuring commercial capabilities and scale benefits
Minority owners of Vistra Vision will have certain consent rights on
material corporate actions and standard transfer rights
Key regulatory approvals required from NRC, FERC, and the DOJ under
the Hart-Scott-Rodino Act
Both companies' boards of directors have approved; a majority of the
Energy Harbor stockholders have signed support agreements
committing to approve the transaction
9View entire presentation