Vistra Pays $2.2 Billion Cash And 5 Million Shares To Close Cogentrix Deal
The purchase adds 10 gas plants and lifts Vistra's fleet to nearly 50,000 MW, with $1.7 billion of assumed debt slated for repayment.
Vistra, the Texas-based retail electricity and power generation company, completed its purchase of Cogentrix Energy on Friday, paying about $2.2 billion in cash plus 5,000,000 of its own shares valued by agreement at $185 each, according to an 8-K filed Thursday. The deal brings 10 natural gas plants from funds managed by Quantum Capital Group.
Cash, stock and assumed debt
The $2.2 billion cash figure is net of adjustments for working capital and acquired cash, and for the roughly $1.7 billion of Cogentrix debt Vistra took on at closing. The shares went to the seller, Q-Generation Holdings, in a private placement.
The assumed debt splits into about $800 million under one credit agreement and $900 million under another. Vistra told lenders on November 2 that it would repay both in full, and it expects to do so on or about November 5.
The seller cannot transfer the shares through January 30, 2027, subject to certain exceptions. Vistra must file a shelf registration statement covering their resale.
5,500 MW across three power markets
The plants total about 5,500 MW in PJM, ISO New England and ERCOT, the company said. That lifts Vistra's generation portfolio to nearly 50,000 MW. Plants in the portfolio sit in Pennsylvania, New Jersey, Maryland, New Hampshire, Connecticut, Rhode Island, Maine and Texas.
Vistra now owns 100% of all the listed plants, including the 25% interest in Patriot and Hamilton-Liberty that Cogentrix did not previously own.
Vistra sells electricity and natural gas to approximately 5 million customers, as of the end of 2025, under brands including TXU Energy. Its fleet at that date totaled 43,641 MW, fueled mainly by natural gas.
CEO Jim Burke said Vistra "knows how to successfully integrate generation assets into our fleet." The company pointed to its March 2024 Energy Harbor purchase and its October 2025 purchase of seven gas plants from Lotus Infrastructure Partners.
Antitrust review in New England
The Justice Department said ISO-NE's market monitor had raised competition concerns. It said its Antitrust Division kept investigating even after Vistra decided on its own to sell its Casco Bay facility.
On the closing day, the department said it was satisfied with Vistra's divestiture plan, which it anticipates will save New England consumers tens of millions of dollars a year.
The seller's lockup on the 5,000,000 shares runs through January 30, 2027.
Sources
- 8-K Filing — Vistra Corp. (VST) — SEC EDGAR
- Exhibit ef20084950_ex99-1.htm — Vistra Corp. 8-K exhibit — SEC EDGAR
- What Does Vistra (VST) Gain From Adding 5,500 MW To Its Fleet? — Yahoo Finance
- Vistra Closes $4B Cogentrix Deal, With DOJ Approval - Law360 — law360.com
- Vistra acquires Cogentrix, adding 5.5GW of natural gas capacity — Yahoo Finance
- Office of Public Affairs | Justice Department’s Statement on Its Investigation of Vistra’s Acquisition of Cogentrix | United States Department of Justice — justice.gov
- Vistra Completes Acquisition of Cogentrix Energy, Expanding Diverse Generation Fleet – Company Announcement - FT.com — Financial Times
