Latham & Watkins Advises Vistra on Acquisition of Cogentrix Natural Gas Portfolio

Vistra Corp. (NYSE: VST) has announced it has executed definitive agreements to acquire Cogentrix Energy, consisting of 10 modern natural gas generation facilities totaling approximately 5,500 MW of capacity. Cogentrix is indirectly owned by funds managed by Quantum Capital Group. The acquisition includes three combined cycle gas turbine facilities and two combustion turbine facilities located across PJM, four combined cycle gas turbine facilities in ISO New England, and one cogeneration facility in ERCOT. Vistra will acquire these assets at a net purchase price of approximately US$4.0 billion, which is composed of the payment of approximately US$2.3 billion of cash consideration and approximately US$0.9 billion of Vistra stock consideration (5 million shares of common stock at a mutually agreed-upon value of US$185 per share) to be issued to Quantum, and the assumption of approximately US$1.5 billion of outstanding indebtedness at Cogentrix, less approximately US$0.7 billion of net present value of expected tax benefits generated directly as a result of the transaction. The consideration payable is also subject to certain customary net working capital, cash, and indebtedness adjustments.

Latham & Watkins LLP represents Vistra in the transaction with a corporate deal team led by Houston partners Trina Chandler and Ryan J. Lynch, and New York partner Caroline Phillips, with associates Taylor Allison, Karen Jinmeng Song, Stacey Hall, Caroline Silverstein, Logan McDowell, Johnny Zhuang, and Alex Reiher. Advice was also provided on benefits matters by New York partner Max Raskin, with associates Mary Daniel Morgan and Heather Jager; on labor and employment matters by Chicago counsel Laura Waller, with associates Jenny Bobbitt and Imara Joroff; on environment, land, and resources matters by Washington, D.C. partner Stacey VanBelleghem, with associates Jacqueline Zhang and Phil Goldberg; on data privacy and cybersecurity matters by Houston partner Robert Brown, with associates Stuart Cobb and Jack Bergantino; on intellectual property matters by Bay Area partner Michelle Gross, and Orange County counsel David Kuiper; on hedging matters by New York partner Yvette Valdez, and counsel Melissa Ferraro, with associate Jim Lambert; on project development and finance matters by associates Silvia Martin, Lane Ransom, and John Elias; on regulatory matters by Washington, D.C. partner Natasha Gianvecchio, and counsel James Blackburn, with associate Alexandra Holmes; on regulatory gas transport matters by Washington, D.C. partner J. Patrick Nevins; on tax matters by Houston partner Christine Mainguy, with associate Christopher Edward Garza; on FCC matters by Washington, D.C. partner Elizabeth Park, with connectivity, privacy, and information attorney Bradley Bourne; and on representations and warranty insurance matters by Los Angeles partner S. Drew Levin, with associate Enrique Covarrubias.