Vistra Corp. executed a definitive agreement to acquire Energy Harbor Corp. from Avenue Capital Group, Nuveen Asset Management LLC and others.
The transaction is subject to receipt of all requisite regulatory approvals, including approvals of the Nuclear Regulatory Commission (NRC) and the Federal Energy Regulatory Commission (FERC), approval by Energy Harbor stockholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the divestment of Energy Harbor's remaining fossil-fueled assets. The agreement has been approved by both Vistra and Energy Harbor? Boards of Directors. Sufficient stockholder approval for the transaction has been committed through support agreements signed by a majority of the Energy Harbor stockholders. On September 29, 2023 Vistra and Energy Harbor received approval from the Nuclear Regulatory Commission (NRC) to transfer the operating licenses of Energy Harbor's three nuclear plants ? Beaver Valley, Davis-Besse, and Perry to Vistra. As of February 19, 2024, Vistra received approval from the Federal Energy Regulatory Commission to acquire Energy Harbor. The companies anticipate closing the transaction in the second half of 2023. As of August 9, 2023, the transactions will close in the fourth quarter of 2023. As per filling on October 5, 2023, the transaction is expected to close before the end of 2023. As of February 19, 2024, the transaction is expected to close in the coming weeks. As of February 21, 2024, Vistra receives FERC approval. As of February 28, 2024, the transaction is expected to close on March 1, 2024.
Citi is serving as exclusive financial advisor, and Trina Chandler, Caroline Blitzer Phillips, David Kurzweil, Jeffrey Greenberg, Steven Levine, Natasha Gianvecchio, Jocelyn Noll, Jason Cruise, Joel Mack, Stacey VanBelleghem, Robert Frances, Josh Friedman, Nineveh Alkhas, Max Raskin, Laura Ferrell and Drew Levin of Latham & Watkins LLP and Balch & Bingham LLP are serving as legal advisors to Vistra. Goldman Sachs & Co. LLC and RBC Capital Markets, LLC are serving as financial advisors, Mark Thierfelder, Eric Siegel, Michael Darby, Bernardo Piereck, Sarah Kupferman, Ani Ravi, Stephen Pratt, David Passey, Kevin Zaragoza, Abbi Cohen, Howard Klein, Jonathan Streeter, Neil Steiner and Richard Horvath, Michael Cowie, Allan Brilliant and Thomas Rayski of Dechert LLP is serving as corporate legal counsel, and Morgan, Lewis & Bockius LLP is serving as regulatory counsel to Energy Harbor. John Bessonette, Abbe L. Dienstag, Jordan M. Rosenbaum, Barry Herzog, Elisia M. Klinka, Zachary Jacobs and Mark P. Ramsey of Kramer Levin Naftalis & Frankel LLP acted as legal advisor to Avenue Capital Group, LLC and Nuveen Asset Management LLC. O'Melveny & Myers represented RBC Capital Markets, LLC as financial advisor to Energy Harbor Corp.