|Merger Transaction [Text Block]
||ACQUISITION OF CRIUS, DYNEGY MERGER TRANSACTION AND BUSINESS COMBINATION ACCOUNTING
Acquisition of Crius
On July 15, 2019 (Acquisition Date), Vienna Acquisition B.C. Ltd., an indirect, wholly owned subsidiary of Vistra Energy, completed the acquisition of the equity interests of two wholly owned subsidiaries of Crius that indirectly own the operating business of Crius. Crius is an energy retailer selling both electricity and natural gas products to residential and small business customers in 19 states and the District of Columbia.
The Crius Transaction is expected to (i) reduce risk and expand into higher margin channels by improving Vistra Energy's match of its generation to load profile due to a high degree of overlap with Vistra Energy's generation fleet with Crius' approximately 11.6 TWh of annual load, (ii) establish a platform for future growth by leveraging Vistra Energy's existing retail marketing capabilities and Crius' experienced team and (iii) enhance the integrated value proposition through collateral and transaction efficiencies, particularly via Crius' retail portfolio.
The Crius Transaction is being accounted for in accordance with ASC 805, Business Combinations (ASC 805), with identifiable assets acquired and liabilities assumed recorded at their estimated fair values on the Acquisition Date. Due to the limited time between the Acquisition Date and this filing, our purchase price allocation for the assets acquired and the liabilities assumed in the Merger has not been completed. The results of operations of Crius will be reported in our consolidated financial statements beginning as of the Acquisition Date. Vistra Energy funded the purchase price of approximately $400 million (including $380 million for outstanding trust units) using cash on hand and assumption of Crius' net debt of approximately $111 million. Our initial accounting for the purchase price allocation for the assets acquired and the liabilities assumed in the Crius Transaction and the supplemental pro forma financial results is currently underway and will be presented no later than the third quarter of 2019.
Dynegy Merger Transaction
On the Merger Date, Vistra Energy and Dynegy completed the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, Dynegy merged with and into Vistra Energy, with Vistra Energy continuing as the surviving corporation. The Merger was intended to qualify as a tax-free reorganization under the Internal Revenue Code, as amended, so that none of Vistra Energy, Dynegy or any of the Dynegy stockholders would recognize any gain or loss in the transaction, except that Dynegy stockholders could recognize a gain or loss with respect to cash received in lieu of fractional shares of Vistra Energy's common stock. Vistra Energy is the acquirer for both federal tax and accounting purposes.
At the closing of the Merger, each issued and outstanding share of Dynegy common stock, par value $0.01 per share, other than shares owned by Vistra Energy or its subsidiaries, held in treasury by Dynegy or held by a subsidiary of Dynegy, was automatically converted into 0.652 shares of common stock, par value $0.01 per share, of Vistra Energy (the Exchange Ratio), except that cash was paid in lieu of fractional shares, which resulted in Vistra Energy issuing 94,409,573 shares of Vistra Energy common stock to the former Dynegy stockholders, as well as converting stock options, equity-based awards, tangible equity units and warrants. The total number of Vistra Energy shares outstanding at the close of the Merger was 522,932,453 shares. Dynegy stock options and equity-based awards outstanding immediately prior to the Merger Date were generally automatically converted upon completion of the Merger into stock options and equity-based awards, respectively, with respect to Vistra Energy's common stock, after giving effect to the Exchange Ratio.
Dynegy Business Combination Accounting
We believe the Merger has provided and continues to provide significant strategic benefits and opportunities to Vistra Energy, including increased scale and market diversification, rebalanced asset portfolio and improved earnings and cash flow. The Merger was accounted for in accordance with ASC 805, Business Combinations (ASC 805), with identifiable assets acquired and liabilities assumed recorded at their estimated fair values on the Merger Date. The combined results of operations are reported in our consolidated financial statements beginning as of the Merger Date. A summary of the techniques used to estimate the fair value of the identifiable assets and liabilities, as well as their classification within the fair value hierarchy (see Note 15), is listed below:
Working capital was valued using available market information (Level 2).
Acquired property, plant and equipment was valued using a combination of an income approach and a market approach. The income approach utilized a discounted cash flow analysis based upon a debt-free, free cash flow model (Level 3).
Acquired derivatives were valued using the methods described in Note 15 (Level 1, Level 2 or Level 3).
Contracts with terms that were not at current market prices were also valued using a discounted cash flow analysis (Level 3). The cash flows generated by the contracts were compared with their cash flows based on current market prices with the resulting difference discounted to present value and recorded as either an intangible asset or liability.
Long-term debt was valued using a market approach (Level 2).
AROs were recorded in accordance with ASC 410, Asset Retirement and Environmental Obligations (Level 3).
The following table summarizes the consideration paid and the final allocation of the purchase price to the fair value amounts recognized for the assets acquired and liabilities assumed related to the Merger as of the Merger Date. Based on the opening price of Vistra Energy common stock on the Merger Date, the purchase price was approximately $2.3 billion. During the three months ended March 31, 2019, the purchase price allocation was completed. During the period from April 9, 2018 through March 31, 2019, we updated the initial purchase price allocation with final valuations by increasing property, plant and equipment by $173 million, decreasing intangible assets by $36 million, increasing goodwill by $175 million, decreasing accounts receivable, inventory, prepaid expenses and other current assets by $10 million, increasing accumulated deferred tax asset by $127 million, decreasing other noncurrent assets by $113 million, increasing trade accounts payable and other current liabilities by $89 million, increasing other noncurrent liabilities by $177 million, increasing asset retirement obligations, including amounts due currently, by $56 million, as well as other minor adjustments. The valuation revisions were a result of updated inputs used in determining the fair value of the acquired assets and liabilities.
Dynegy shares outstanding as of April 9, 2018 (in millions)
Vistra Energy shares issued for Dynegy shares outstanding (in millions)
Opening price of Vistra Energy common stock on April 9, 2018
Purchase price for common stock
Fair value of equity component of tangible equity units
Fair value of outstanding stock compensation awards attributable to pre-combination service
Fair value of outstanding warrants
Total purchase price
Final Purchase Price Allocation
Cash and cash equivalents
Trade accounts receivables, inventories, prepaid expenses and other current assets
Property, plant and equipment
Accumulated deferred income taxes
Identifiable intangible assets
Other noncurrent assets
Total assets acquired
Trade accounts payable and other current liabilities
Commodity and other derivative contractual assets and liabilities, net
Asset retirement obligations, including amounts due currently
Long-term debt, including amounts due currently
Other noncurrent liabilities
Total liabilities assumed
Identifiable net assets acquired
Noncontrolling interest in subsidiary
Total purchase price
Acquisition costs incurred in the Merger totaled less than $1 million and $50 million for the three months ended June 30, 2019 and 2018, respectively, and less than $1 million and $52 million for the six months ended June 30, 2019 and 2018, respectively.
Unaudited Pro Forma Financial Information — The following unaudited pro forma financial information for the six months ended June 30, 2018 assumes that the Merger occurred on January 1, 2018. The unaudited pro forma financial information is provided for information purposes only and is not necessarily indicative of the results of operations that would have occurred had the Merger been completed on January 1, 2018, nor is the unaudited pro forma financial information indicative of future results of operations, which may differ materially from the pro forma financial information presented here.
June 30, 2018
Net loss attributable to Vistra Energy
Net loss attributable to Vistra Energy per weighted average share of common stock outstanding — basic
Net loss attributable to Vistra Energy per weighted average share of common stock outstanding — diluted
The unaudited pro forma financial information presented above includes adjustments for incremental depreciation and amortization as a result of the fair value determination of the net assets acquired, interest expense on debt assumed in the Merger, effects of the Merger on tax expense (benefit), changes in the expected impacts of the tax receivable agreement due to the Merger, and other related adjustments.