$6.8bn sale of Energy Harbor to Vistra powers a leading zero-carbon energy platform

RBC Capital Markets acted as financial advisor to Energy Harbor, supporting its $6.8 billion sale to Vistra Corp and creating a leading zero-carbon and nuclear generation and retail platform, “Vistra Vision."

Transaction highlights

Vistra+energy harbor=Vistra Vision Tradition logos

Energy Harbor sale to Vistra creates leading zero-carbon electricity generation and retail platform

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Powering the deal

Power plant with smoke stacks on highway at dark. Lighbulb icon. Clean energy synergies The transaction is expected to generate clean energy synergies driven by increased scale, optimized operations, and cost structure efficiencies.

Delivering value

RBC Capital Markets supported Energy Harbor in its sale to Vistra Corp, in a transaction valued at $6.8bn, uniting two major players in sustainable, diversified power generation and retail operations.

Energy Harbor had been operating as a highly reliable provider of
carbon-free baseload electricity committed to Environmental, Social and Governance (ESG) principles critical to meeting the nation's emissions goals and supporting the country's clean energy transition. Vistra had been operating as a leading Fortune 500 integrated retail electricity provider, with a commitment to innovative sustainable energy. The transaction unites Energy Harbor's nuclear and retail businesses with Vistra's nuclear and retail businesses and Vistra Zero renewables and storage projects under a newly formed subsidiary holding company, referred to generally as "Vistra Vision."

This combination creates a leading integrated retail electricity and
zero-carbon generation company with the second-largest competitive
non-regulated nuclear fleet in the country, along with a growing renewables and energy storage portfolio.

strategic support

Energy Harbor Corp., formerly known as FirstEnergy Solutions, successfully completed a Chapter 11 restructuring process in 2020 — emerging as an independent power producer and retail supplier. RBC initiated its relationship with Energy Harbor by structuring and syndicating a $155MM Zero Carbon LC Facility. The facility allowed the company to manage liquidity needs for its business operations and allowed Energy Harbor to hedge its clean, reliable, and grid-critical nuclear assets while pursuing growth in core markets.1

Having developed a trusted advisory relationship with the Energy Harbor management and its board, RBC Capital Markets was well positioned to act as financial advisor as it reviewed potential strategic alternatives which eventually led to the merger with Vistra Zero.

Sustainable nuclear generation is currently receiving renewed bipartisan support including a benefit from the Inflation Reduction Act’s Nuclear Production Tax Credit (PTC). This tax credit provides greater revenue stability for nuclear power facilities by essentially providing a floor for power prices. This allowed the RBC team to position Energy Harbor as a lower risk investment opportunity and drive a successful outcome for Energy Harbor sharholders. As well as $3 billion in cash to Energy Harbor, the deal included a 15% equity interest in the newly formed Vistra Vision platform.

Black woman with clipboard in dark room. Plug with wire icon. Energy sector tailwinds. Demand growth from electrification and AI data centers is creating positive momentum in the U.S. power generation space. Now the second-largest non-regulated nuclear fleat, capable of producing a projected 53 TWh2  of merchant nuclear net generation, this transaction strategically positions Vistra to meet the rising energy needs while actively contributing to a sustainable and resilient energy future.3. Left arrow icon. Return of capital to shareholders Shareholders to receive $3bn in cash after closing and a 15% equity interest in Vistra Vision.

Capital building at night. Light bulb icon. Tax incentives for nuclear energy offer downside protection. Vistra Vision stands to benefit from the IRA’s nuclear PTC given its applicability to production from its ~6,400 MWs of nuclear capacity — protecting investors on the downside and resulting in tremendous upside opportunity compared to other generation with similar attributes.

for success

RBC Capital Markets worked with Energy Harbor to deliver value to
stakeholders in a rapidly evolving and complex energy market. The
acquisition and the increased shareholder value positioned Vistra to join the S&P 500 in May 2024.

Despite the complexity of this transaction, which required approvals from the Department of Justice, the Nuclear Regulatory Commission, and the Federal Energy Regulatory Commission, the deal offered a significant value proposition for both parties. The combined company, Vistra Vision, is projected to deliver approximately $125 million in annual run-rate synergies for shareholders. Additionally, the Inflation Reduction Act’s Nuclear Production Tax Credit (PTC) provides downside protection.

Vistra Vision will operate one of the largest retail businesses in the country with ~5 million customers across 18 states. As a premier zero-carbon generation and retail growth company, Vistra Vision is well-positioned to capture substantial upside value while ensuring stability for U.S. power consumers.

All transaction details and forward looking statements sourced from the following press announcement.

¹ https://www.prnewswire.com/news-releases/energy-harbor-secures-zero-carbon-letter-of-credit-facility-301400400.html
2 Net owned generation. “Clean Net Generation” includes nuclear and other forms of carbon-free generation, excluding generation from battery storage. Includes 2023 expected renewables volume and average expected annual generation for Comanche Peak from 2023 to 2025.
3 https://investor.vistracorp.com/2024-03-01-Vistra-Completes-Energy-Harbor-Acquisition
4 Based on transactions from 2022 to April 30, 2024.

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