Vistra Energy Corp. (NYSE:VST) (‘Vistra') executed a definitive merger agreement to acquire Dynegy Inc. (NYSE:DYN) from Energy Capital Partners III LLC, a fund sponsored by Energy Capital Partners, and other shareholders for $2.2 billion on October 29, 2017. Under the terms of the agreement, holders of Dynegy common stock, restricted stock units, performance stock units, preferred stock and tangible equity units will receive 0.652 of a share of Vistra common stock for each such share or unit held. Based on the exchange ratio, Dynegy's shareholders would receive $13.24 per Dynegy's share. Each outstanding Dynegy stock option will be converted to purchase shares of Vistra common stock. The transaction does not trigger change of control on Dynegy's or Vistra's debt or Tax Receivable Agreement (“TRA”) obligations. On completion, Dynegy will merge with and into Vistra, with Vistra as the surviving entity. The transaction will result in shareholders of Vistra and Dynegy owning approximately 79% and 21%, respectively, of the combined company. On completion, Dynegy common stock will no longer be listed on the New York stock exchange and will be deregistered. In case of termination of deal, Vistra may be required to pay a fee of $100 million to Dynegy and Dynegy may be required to pay a fee of $87 million to Vistra under certain circumstances.

The combined company will be led by Curt Morgan as President and Chief Executive Officer. Bill Holden will serve as the Chief Financial Officer with Jim Burke as the Chief Operating Officer. The Board of Directors is expected to have a total of eleven Directors consisting of the current eight members of the Vistra Board comprising of Curtis A. Morgan, Gavin R. Baiera, Jennifer Box, Brian K. Ferraioli, Scott B. Helm, Jeff D. Hunter, Cyrus Madon, Geoffrey D. Strong and three members from Dynegy's Board namely Hilary E. Ackermann, Paul M. Barbas, and John R. Sult. Bob Flexon will continue to serve as President and Chief Executive Officer of Dynegy through April 30, 2019 or the date the transaction closes, whichever comes first. The combined company's headquarters will be in Irving, Texas. In addition, the combined entity has retail offices in Houston, Texas, Cincinnati, Ohio, and Collinsville, Illinois.

The transaction is subject to certain regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and approval by the Federal Energy Regulatory Commission, the Federal Communications Commission, the Public Utility Commission of Texas, the New York Public Service Commission, effectiveness of the registration statement for the shares of Vistra Energy, listing of shares on New York stock exchange and other customary closing conditions. The transaction is also subject to approval by the shareholders of Vistra and Dynegy. On November 22, 2017, Vistra and Dynegy filed application with Public Utility Commission of Texas for approval of the transaction. On November 28, 2017, Vistra and Dynegy filed application with New York Public Service Commission for approval of the transaction. The transaction has been approved by the Board of Directors of Vistra Energy Corp. and unanimously approved by the Board of Directors of Dynegy Inc. Dynegy entered into merger support agreement with certain affiliates of each of Apollo Management Holdings L.P., Brookfield Asset Management Private Institutional Capital Adviser, (Canada), L.P. and Oaktree Capital Management, L.P. have agreed, solely in their capacities as stockholders of Vistra, to vote their shares of Vistra common stock now held or later acquired in favor of the adoption. Dynegy has entered into support agreements whereby Energy Capital Partners III LLC, a fund sponsored by Energy Capital Partners, agreed to vote its shares in favor of the merger. As on February 5, 2018, the transaction was granted early termination notice by Federal Trade Commission. Dynegy shareholders approved the deal at a meeting held on March 2, 2018. The shareholders of Vistra approved the merger in March 2018. The transaction does not require any refinancing of Vistra or Dynegy debt. The transaction is expected to close in the second quarter of 2018. As of April 4, 2018, Federal Energy Regulatory Commission granted approval for the merger. The transaction is now expected to close on or around April 9, 2018.

Citi acted as financial advisor and provided fairness opinion and was paid a fee of $19 million of which $1.5 million was payable upon delivery of fairness opinion, Credit Suisse acted as capital markets advisor, and David Lieberman, M. Breen Haire, Jonathan Stradling, Philip Cooper, Michael Yan, Brian Chisling, Peter Thomas, Lindsey Bohl, Elias Boujaoude, Ken Wallach, Hui Lin, Brian Steinhardt, David Rubinsky, Michael Arseneault, Stephan Bradley, Joo Hyun Lee, Jason Fixelle, Nancy Mehlman, Andrew Purcell, Deborah Plum, Adeeb Fadil, Krista McManus, Lori Lesser and Melanie Jolson of Simpson Thacher & Bartlett LLP acted as legal advisors to Vistra. Morgan Stanley acted as financial advisor and provided fairness opinion and was paid a fee of $22 million for its financial advisory services, PJT Partners acted as financial advisor and provided fairness opinion and was paid a fee of $17 million of which $5.7 million will be paid towards the delivery of the fairness opinion and Michael P. Rogan of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Dynegy. John M. Scott and Kenneth M. Schneider of Paul, Weiss acted as legal advisors for Oaktree and Apollo. D.F. King & Co., Inc. and MacKenzie Partners, Inc. respectively served as proxy solicitors for Vistra and Dynegy shareholders. Shearman & Sterling LLP acted as legal advisor to PJT Partners Inc. Sullivan & Cromwell LLP is advising Morgan Stanley as financial advisor to Dynegy Inc.

Vistra Energy Corp. (NYSE:VST) completed the acquisition of Dynegy Inc. (NYSE:DYN) from Energy Capital Partners III LLC, a fund sponsored by Energy Capital Partners, and other shareholders on April 9, 2018. Vistra Energy Corp. will be the name of the combined company moving forward, and the combined company's stock will continue to trade on the New York Stock Exchange under the current ticker symbol for Vistra Energy.