VISTRA ENERGY CORP. (OTCMKTS:VSTE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

On July5, 2017 (the “Effective Date”), La Frontera Holdings, LLC (“La Frontera”), an indirect wholly owned subsidiary of Vistra Energy Corp. (“Vistra”), entered into an Asset Purchase Agreement (the “Agreement”) with Odessa-Ector Power Partners, L.P. (“Seller”), an indirect wholly owned subsidiary of Koch Ag& Energy Solutions, LLC, to which La Frontera will purchase from Seller a 1,054 megawatt combined cycle natural-gas fired power plant (and other related assets and liabilities) located in Odessa, Texas.

to the Agreement, the purchase price to be paid by La Frontera to Seller will be $350 million, subject to a customary working capital adjustment, plus a five-year earn-out provision which is described in more detail in the Agreement. The assets are expected to be purchased debt free. The purchase price is expected to be funded by cash on hand. Vistra Operations Company LLC has guaranteed the obligations of La Frontera under the Agreement and Koch Resources, LLC has guaranteed the obligations of Seller under the Agreement, in each case, as more fully described in the Agreement.

The Agreement contains customary closing conditions for a transaction of this type, including clearance by the Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Clearance”).

The Agreement contains certain termination provisions, including the right of either party to terminate the Agreement if the closing has not occurred on or before the date that is the six-month anniversary of the Effective Date subject to a six-month extension in certain circumstances if all of the conditions to closing have been satisfied except for HSR Clearance.

The above description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 10(a) to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01. In addition, a copy of the press release issued by Vistra in connection with the execution of the Agreement is attached hereto as Exhibit 99(a).

(d) Exhibits.

Vistra Energy Corp Exhibit
EX-10.A 2 d361593dex10a.htm EX-10(A) EX-10(a) Exhibit 10(a) EXECUTION VERSION       ASSET PURCHASE AGREEMENT by and among ODESSA-ECTOR POWER PARTNERS,…
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