Vistra completes acquisition of Cogentrix Energy natural gas plants

On October 30, 2026, Vistra Operations Company LLC, an indirect wholly owned subsidiary of Vistra, completed its purchase of 100% of the limited liability company interests in Q-Generation, LLC from Q-Generation Holdings, LLC. At the same time, a merger subsidiary of Vistra Operations Company LLC merged into Hamilton Holdings II, LLC, which survived as a wholly owned subsidiary of Q-Generation, LLC.

The acquired assets are 10 natural gas generation facilities with approximately 5,500 megawatts of capacity in PJM, ISO New England and ERCOT, acquired from funds managed by Quantum Capital Group. The closing followed receipt of all required regulatory approvals. According to the company, the additional assets bring its generation portfolio to nearly 50,000 MW.

The purchase consideration was approximately $2.2 billion in cash, net of adjustments for working capital, acquired cash, the assumption of approximately $1.7 billion of outstanding indebtedness of the acquired company and its subsidiaries as of closing, and certain other adjustments. The seller also received 5,000,000 shares of Vistra common stock, par value $0.01 per share.

On November 2, 2026, Vistra gave lenders notice of its intent to repay in full the loans under two credit agreements covering approximately $800 million and $900 million of the assumed debt. Vistra said it expects to fully repay all term loans and revolving loans under those credit agreements on or about November 5, 2026.

The seller agreed not to transfer the Vistra shares from the closing date through January 30, 2027, subject to certain exceptions. Vistra is required to file a shelf registration statement covering the continuous resale of those shares. The shares were issued without registration under the Securities Act of 1933.