Vistra Corp. filed a Form 8-K on November 5, 2026, disclosing the October 30, 2026 completion of its acquisition of Q-Generation, LLC from Q-Generation Holdings, LLC, involving approximately $2.2 billion in cash and 5,000,000 shares of Vistra common stock.

Key Highlights

  • Transaction closed October 30, 2026: Vistra Operations Company LLC, an indirect wholly owned subsidiary of Vistra Corp., acquired 100% of the limited liability company interests in Q-Generation, LLC from Q-Generation Holdings, LLC.
  • Cash consideration of approximately $2.2 billion: The cash amount is net of adjustments for working capital, acquired cash, and the assumption of approximately $1.7 billion of outstanding indebtedness.
  • Stock consideration of 5,000,000 shares: Vistra issued 5,000,000 shares of its common stock (par value $0.01 per share) to the seller at a mutually agreed-upon value of $185 per share.
  • Approximately $1.7 billion of debt assumed: The indebtedness consisted of approximately $800 million under a Cogentrix Finance HoldCo I, LLC credit agreement and $900 million under a Hamilton Projects Acquiror, LLC credit agreement.
  • Repayment notice issued November 2, 2026: Vistra delivered notice of intent to repay both credit agreements in full, with full repayment expected on or about November 5, 2026.
  • Seller lock-up through January 30, 2027: The seller agreed not to transfer the stock consideration from the closing date through January 30, 2027, subject to certain exceptions.
  • Shares issued as unregistered securities: The 5,000,000 shares were issued in reliance on the Section 4(a)(2) exemption of the Securities Act of 1933 to an accredited investor, without general solicitation.

Vistra's Acquisition of Q-Generation and Concurrent Merger of Hamilton Holdings II

According to the filing, Vistra Operations Company LLC completed two concurrent transactions on October 30, 2026. Under a Purchase and Sale Agreement with Q-Generation Holdings, LLC, the buyer acquired 100% of the limited liability company interests in Q-Generation, LLC. At the same time, under a separate Agreement and Plan of Merger, TSVME LLC, a wholly owned subsidiary of the buyer, merged with and into Hamilton Holdings II, LLC, an indirect subsidiary of Q-Generation, LLC prior to closing. The Target Company survived the merger and became a wholly owned subsidiary of Q-Generation, LLC, while TSVME LLC ceased to exist.

The total consideration paid by Vistra and the buyer under the Transaction Agreements consisted of approximately $2.2 billion in cash (net of working capital adjustments, acquired cash, and assumption of approximately $1.7 billion of indebtedness) and 5,000,000 shares of Vistra common stock issued to the seller at a mutually agreed-upon value of $185 per share, the filing disclosed. The assumed indebtedness comprised approximately $800 million under a credit agreement tied to Cogentrix Finance HoldCo I, LLC and $900 million under a credit agreement tied to Hamilton Projects Acquiror, LLC, both indirect subsidiaries of the acquired company.

The filing further reported that on November 2, 2026, Vistra delivered notice to lenders of its intent to repay both credit agreements in full, with full repayment expected on or about November 5, 2026. Vistra is also required, according to the filing, to file a shelf registration statement with the SEC to register the resale of the 5,000,000 shares comprising the stock consideration. The common stock of Vistra Corp. is listed on the New York Stock Exchange under the symbol NYSE:VST.

What Was Disclosed

Vistra Corp. disclosed the October 30, 2026 completion of its acquisition of Q-Generation, LLC, the concurrent merger involving Hamilton Holdings II, LLC, the assumption of approximately $1.7 billion in debt, cash and stock consideration paid, and the issuance of 5,000,000 unregistered shares to the seller.