✦ Cogentrix and the Gas Fleet Nobody Can OrderNarrow moat
Vistra (VST) — the future bets
Five million shares agreed at $185 while the stock trades near $137 — and the deal is not closed.
The Cogentrix transaction brings three combined-cycle gas turbine facilities and two combustion turbine facilities across PJM, four combined-cycle facilities in ISO-NE and one cogeneration facility in ERCOT. The consideration is approximately $2.3 billion in cash, net of adjustments for assuming an estimated $1.5 billion of Cogentrix debt, plus five million shares of Vistra common stock issued to the seller at a mutually agreed value of $185 per share1.
The strategic logic is the turbine shortage. Adding dispatchable gas capacity by ordering equipment means joining a multi-year queue at one of three manufacturers; buying operating plants means owning it now, with the interconnection already in place.
Two details in the terms are worth pausing on. The share consideration was agreed at $185 while Vistra trades near $1372 — the parties struck the equity value when the shares were considerably higher, which means the seller is receiving fewer dollars of value than the headline suggests and Vistra is issuing stock it now considers cheap.
And the deal is not closed. Completion requires FERC approval and the expiry of Hart-Scott-Rodino waiting periods, either party may terminate if it has not completed by 31 December 2026 subject to two possible 90-day extensions, and the termination fees are $77,839,364 on the purchase agreement and $72,160,636 on the merger agreement3.
That is why management's 2027 Adjusted EBITDA midpoint opportunity range of $7.4 billion to $7.8 billion excludes Cogentrix and the Meta agreement, with roughly $700 million of potential additional contribution from the two together4.
A large addition of dispatchable capacity bought rather than built, at a moment when building is not an option. It is not closed — FERC approval is outstanding and the outside date is the end of 2026.
Cogentrix is paid partly in five million new shares. The count keeps falling through buybacks; a rise would mean acquisitions are now being funded with stock.
Source: Vistra Q2 2026 results release ↗- ReportedThe consideration is approximately $2.3 billion in cash, net of adjustments for assuming an estimated $1.5 billion of Cogentrix debt, plus five million shares of Vistra common stock issued to the seller at a mutually agreed...Vistra Corp. Form 10-K, FY2025, Cogentrix Transactions and Moss Landing — the acquired facilities "include three combined cycle gas turbine facilities and two combustion turbine facilities located across PJM, four combined cycle gas turbine facilities in ISO-NE, and one cogeneration facility in ERCOT. Aggregate consideration at closing will consist of approximately (i) $2.3 billion in cash, net of adjustments for the assumption of an estimated $1.5 billion of outstanding indebtedness of Cogentrix as of the closing date, and (ii) 5,000,000 shares of Vistra common stock, par value $0.01, to be issued to the seller, at a mutually agreed-upon value of $185 per share", subject to FERC approval and Hart-Scott-Rodino waiting periods, terminable if not completed by 31 December 2026 (extendable twice by up to 90 days), with termination fees of $77,839,364 on the purchase agreement and $72,160,636 on the merger agreement; "On January 16, 2025, we detected a fire at our Moss Landing 300 MW energy storage facility at the Moss Landing Power Plant site (the Moss Landing Incident) that resulted in ceasing operations at all facilities at the Moss Landing complex until the fire was contained. No injuries occurred" — FY2025 · publ. February 2026 · source ↗
- ReportedThe share consideration was agreed at $185 while Vistra trades near $137 — the parties struck the equity value when the shares were considerably higher, which means the seller is receiving fewer dollars of value than the...Vistra (NYSE: VST) market data — share price $137.09 on 28 August 2026, market capitalisation $46.01 billion on 335.64 million shares outstanding; trailing price/earnings 23.4 and forward 13.3; trailing twelve-month revenue $19.21 billion, net income $2.03 billion and EPS $5.87; dividend $0.92 a share, a yield of 0.67%; 52-week range $132.66 to $219.82, with an all-time high close of $219.82 on 22 September 2025; the shares returned 257.92% in 2024 and closed that year at $137.87 — August 2026 · publ. August 2026 · source ↗
- ReportedCompletion requires FERC approval and the expiry of Hart-Scott-Rodino waiting periods, either party may terminate if it has not completed by 31 December 2026 subject to two possible 90-day extensions, and the termination fees...Vistra Corp. Form 10-K, FY2025, Cogentrix Transactions and Moss Landing — the acquired facilities "include three combined cycle gas turbine facilities and two combustion turbine facilities located across PJM, four combined cycle gas turbine facilities in ISO-NE, and one cogeneration facility in ERCOT. Aggregate consideration at closing will consist of approximately (i) $2.3 billion in cash, net of adjustments for the assumption of an estimated $1.5 billion of outstanding indebtedness of Cogentrix as of the closing date, and (ii) 5,000,000 shares of Vistra common stock, par value $0.01, to be issued to the seller, at a mutually agreed-upon value of $185 per share", subject to FERC approval and Hart-Scott-Rodino waiting periods, terminable if not completed by 31 December 2026 (extendable twice by up to 90 days), with termination fees of $77,839,364 on the purchase agreement and $72,160,636 on the merger agreement; "On January 16, 2025, we detected a fire at our Moss Landing 300 MW energy storage facility at the Moss Landing Power Plant site (the Moss Landing Incident) that resulted in ceasing operations at all facilities at the Moss Landing complex until the fire was contained. No injuries occurred" — FY2025 · publ. February 2026 · source ↗
- ReportedThat is why management's 2027 Adjusted EBITDA midpoint opportunity range of $7.4 billion to $7.8 billion excludes Cogentrix and the Meta agreement, with roughly $700 million of potential additional contribution from the two...Vistra and Meta announce agreements to support nuclear plants in PJM, 9 January 2026 — twenty-year power purchase agreements under which Vistra will supply Meta with a total of 2,609 MW of carbon-free power and capacity from its PJM nuclear plants: 1,268 MW of energy and capacity from Perry and 908 MW from Davis-Besse, plus 213 MW of uprate energy and capacity from Perry, 80 MW from Davis-Besse and 140 MW from Beaver Valley; delivery commences on a portion of the operating energy and capacity in late 2026 with full delivery by year end 2027, and uprate delivery commences in 2031 with full delivery by year end 2034; Vistra agreed to be the preferred power partner for Helix Digital Infrastructure, a newly formed company designed to develop infrastructure for AI-oriented hyperscalers. Meta contracted up to 6.6 GW of nuclear power across agreements with Vistra, Oklo and TerraPower announced the same day — January 2026 · publ. January 2026 · source ↗