Vistra Energy to buy Crius Energy Trust

Vistra Energy and Crius Energy Trust have entered into a definitive agreement pursuant to which Vistra will acquire Crius Energy for cash consideration of C$7.57 per trust unit.  Following the closing of the transaction, Vistra will be the leading residential electricity provider in the nation with operations in 19 states and the District of Columbia.

The purchase price of C$7.57 per unit represents an approximately 38% premium to Crius Energy's unit price of C$5.48 as of market close on Feb. 6, 2019.  In addition to the purchase price, Crius Energy unitholders will receive Crius Energy's previously-declared distribution for the first quarter of 2019 in the amount of C$0.209 per unit for total consideration in the amount of C$7.779 per unit.  Under the definitive agreement, Crius Energy has agreed not to declare any further distributions prior to the closing. The transaction hightlights high degree of overlap with Vistra's generation fleet; approximately 11.6 TWhs of load acquired, improving Vistra's match of its generation to load profile to approximately 45%. Approximately US$328 million purchase price (assuming an exchange rate of US$0.76 for each C$1), which Vistra intends to fund with cash on hand, plus assumption of Crius Energy net debt of approximately US$108 million.

The proposed transaction has been structured as a sale of two wholly owned subsidiaries of Crius Energy that indirectly own the Crius Energy business.  The definitive agreement includes customary deal protections, including non-solicitation covenants, the right of Vistra to match any competing proposals, and the payment of a termination fee to Vistra under certain circumstances.

The proposed transaction is subject to the approval of at least two-thirds of Crius Energy's unitholders.  Unitholders of Crius Energy representing approximately 17 percent of the units, including all of the directors and senior officers of Crius Energy, have entered into voting and support agreements with Vistra in support of the transaction.

In addition to satisfying the closing conditions and consents customary for a transaction of this nature, the transaction is also subject to applicable regulatory approvals, including the expiration or termination of any applicable waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act, and approval by the Federal Energy Regulatory Commission (FERC).

Pending the receipt of all necessary approvals and the fulfillment of all other customary closing conditions, the parties expect the transaction to close in the second quarter of 2019.

Guggenheim Securities LLC is serving as financial advisor to Crius Energy and Bennett Jones LLP and Baker Botts LLP are serving as legal advisors. RBC Capital Markets is serving as financial advisor to Vistra and Latham & Watkins, LLP is serving as legal advisor.