IRVING, TX, Feb. 20, 2019 – Vistra Energy (NYSE: VST) and Crius Energy Trust (TSX: KWH.UN) have entered into an amendment to their existing purchase agreement pursuant to which Vistra has agreed to increase its acquisition price for Crius Energy such that unitholders of Crius Energy will now receive C$8.80 per trust unit, an increase of C$1.23 per trust unit from the parties’ prior agreement. The purchase price is in addition to Crius Energy’s previously-declared C$0.209 per unit distribution for the first quarter of 2019.
Vistra and Crius Energy negotiated the amendment in response to the receipt by the Crius Energy Board of Directors of an unsolicited acquisition proposal from a third party bidder dated Feb. 14, 2019 that was higher than the purchase price previously agreed by Vistra and Crius Energy. Vistra’s management and Board of Directors carefully reviewed the terms of the third party acquisition proposal and determined that the Crius Energy transaction remained attractive and accretive at the new price of C$8.80 per trust unit, or approximately US$378 million plus the assumption of Crius Energy net debt of approximately US$108 million.
“Vistra’s decision to increase the purchase price for the Crius Energy portfolio came after a careful evaluation of the economics of the transaction. At a purchase price of approximately 4x EV/EBITDA, this transaction is still projected to be EBITDA and free cash flow accretive and to exceed Vistra’s investment threshold of 500-600 basis points above our cost of capital, while not interfering with Vistra’s previously announced capital allocation and deleveraging plans.”Stated Curt Morgan, Vistra’s president and chief executive officer
Morgan added, “Since we first announced the transaction with Crius Energy on Feb. 7, our teams have had the opportunity to continue diligence work, which has only reinforced Vistra’s confidence in the strategic and cultural fit of the two organizations, as well as our ability to achieve the synergy targets we previously announced. As a result, the Vistra management team and Board of Directors agreed it would be in the best interest of Vistra and its shareholders to pursue the Crius Energy transaction at a higher price, enabling Vistra to acquire this attractive platform while still remaining disciplined on the overall deal economics.”
“After receiving an unsolicited third-party acquisition proposal reflecting a higher per-unit purchase price for Crius Energy, the Crius Energy management team and Board of Directors advised Vistra of the proposal, which led to subsequent discussions. Following these discussions, our Board unanimously approved the amendment to the purchase agreement, which reflects an increase in proceeds to Crius Energy unitholders of more than C$1 per unit, which is higher than the unsolicited third-party acquisition proposal received by the Board. At an approximately 60 percent premium to Crius Energy’s unit price as of market close on Feb. 6, 2019, we believe the proposed transaction with Vistra, as amended, is in the best interest of the Crius Energy unitholders, customers, and employees, and Crius Energy’s Independent Directors and Board unanimously support the transaction.”Commented Brian Burden, chairman of Crius Energy’s Board of Directors
- Strategic acquisition accelerating Vistra’s Midwest and Northeast growth strategy via Crius Energy’s presence in 19 states and the District of Columbia, selling both electricity and natural gas products primarily to high value residential and small business customers
- High degree of overlap with Vistra’s generation fleet; approximately 11.6 TWhs of load acquired, improving Vistra’s match of its generation to load profile to approximately 45 percent
- Establishes a platform for future growth, leveraging Vistra’s existing retail marketing capabilities and Crius Energy’s experienced team
- Enhances integrated value proposition through collateral and transaction efficiencies, particularly via Crius Energy’s largely residential portfolio consistent with Vistra’s industry-leading retail capabilities
- Complements Vistra’s municipal aggregation and large commercial and industrial portfolio acquired from Dynegy in April 2018 and part of a broader organic expansion effort
- Acquisition economics exceed Vistra’s investment threshold of mid-to-high teens unlevered returns; achieved only through the expertise and scale of the Vistra retail business and ownership of complementary generation assets
- Attractive premium of approximately 60 percent above Crius Energy’s Feb. 6, 2019 closing price to be received by Crius Energy unitholders under the proposed transaction
- Tuck-in acquisition with no anticipated changes to Vistra’s capital allocation or deleveraging plans
- Continued “focus on the customer” approach enhancing Vistra’s stable earnings and cash flow in a risk-reducing manner
- Unanimous recommendation of Crius Energy’s Independent Directors in favor of the transaction, with voting and support agreements representing approximately 17 percent of Crius Energy’s units executed in support of the transaction
About Vistra Energy
Vistra Energy (NYSE: VST) is a premier, integrated power company based in Irving, Texas, combining an innovative, customer-centric approach to retail with a focus on safe, reliable, and efficient power generation. Through its retail and generation businesses which include TXU Energy, Homefield Energy, Dynegy, and Luminant, Vistra operates in 12 states and six of the seven competitive markets in the U.S., with about 5,400 employees. Vistra’s retail brands serve approximately 2.9 million residential, commercial, and industrial customers across five top retail states, and its generation fleet totals approximately 41,000 megawatts of highly efficient generation capacity, with a diverse portfolio of natural gas, nuclear, coal, solar and battery storage facilities. The company is currently developing the largest battery energy storage system of its kind in the world – a 300-MW/1,200-MWh system in Moss Landing, California.
About Crius Energy Trust
With approximately 1 million residential customer equivalents, Crius Energy provides competitive electricity and natural gas products to residential and commercial customers in 19 states and the District of Columbia in the United States. The Company sells energy products through a family of brands strategy utilizing a multi-channel sales approach including exclusive partnerships, direct-to-consumer channels, and broker marketing channels. Crius Energy offers consumers a broad suite of energy products and services including fixed and variable contracts, renewable energy, and bundled products to support their energy needs beyond what is offered by their local utility.
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