Vistra announced it has signed definitive agreements to acquire Cogentrix Energy, a portfolio of 10 modern natural gas generation facilities totaling about 5,500 megawatts, in a transaction that expands Vistra’s generation footprint across PJM, ISO New England and ERCOT. Cogentrix is indirectly owned by funds managed by Quantum Capital Group.
Vistra said it will buy the assets for an implied net purchase price of approximately $4.0 billion, consisting of about $2.3 billion of cash, roughly $0.9 billion of Vistra stock (5 million shares valued at $185 per share) to be issued to Quantum, and the assumption of about $1.5 billion of Cogentrix indebtedness, net of approximately $0.7 billion in expected tax benefits directly generated by the transaction. The net purchase price implies a valuation of about 7.25x expected 2027 adjusted EBITDA contribution and roughly $730 per kilowatt of capacity, according to the company.
The acquired portfolio includes three combined-cycle plants and two combustion turbine facilities in PJM, four combined-cycle plants in ISO New England, and one cogeneration facility in ERCOT. Vistra said it is acquiring 100% ownership in all plants, including the 25% interest in the Patriot and Hamilton-Liberty facilities not currently owned by Cogentrix.
Vistra expects the deal to be accretive to ongoing operations adjusted free cash flow before growth per share in the mid-single digits in 2027 and in the high single digits on average from 2027 through 2029. The company reiterated its previously communicated capital allocation framework, including a long-term net leverage target of less than 3x, planned annual dividends of $300 million, and at least $1 billion of share repurchases each year.
The companies said the transaction is subject to regulatory approvals, including review by the Federal Energy Regulatory Commission and the U.S. Department of Justice under the Hart-Scott-Rodino Act, as well as certain state approvals, and is expected to close in mid-to-late 2026.
Support: Goldman Sachs is serving as Vistra’s exclusive financial advisor, with Latham & Watkins, Sidley Austin and Cleary Gottlieb Steen & Hamilton serving as legal advisors. Evercore is serving as the exclusive financial advisor to Cogentrix, with King & Spalding as legal advisor.
KEY QUOTES:
“The Vistra team is excited to announce the acquisition of the Cogentrix portfolio, marking the second opportunistic expansion of our generation footprint over the past year to support our ability to serve growing customer demand in our key markets. Successfully integrating and operating generation assets is a major undertaking, and our talented team continues to demonstrate that it is a core competency of our company.”
“Our diversified fleet, anchored on natural gas and nuclear generation, will play a critical role in the reliability, affordability, and flexibility of U.S. power grids. The addition of this natural gas portfolio is a great way to start another year of growth for Vistra as we’ve completed, acquired, or developed projects in each of the competitive power regions where we operate. Vistra continues to look for opportunities that allow us to meet the growing demand of customers and meet our disciplined investment thresholds. We look forward to closing the transaction and welcoming new team members to the Vistra family.”
Jim Burke, President and CEO, Vistra
“We are pleased to have reached an agreement to sell substantially all of the Cogentrix portfolio to Vistra. We are excited to become shareholders of Vistra and have much confidence in Vistra’s ability to deliver long-term value through its industry-leading portfolio and operational excellence. Quantum thanks the Cogentrix team for their partnership and looks forward to seeing the business continue to grow as part of Vistra.”
Wil VanLoh, Founder and CEO, Quantum Capital Group
