Vistra Closes $4 Billion Cogentrix Energy Purchase From Quantum

Vistra Corp. (VST ) announced on October 30, 2026, that it has completed the acquisition of Cogentrix Energy, a portfolio of 10 natural gas generation facilities totaling approximately 5,500 megawatts of capacity, from funds managed by Quantum Capital Group. The transaction, first announced in January 2026 with a net purchase price of approximately $4.0 billion, closed following receipt of all required regulatory approvals. The additional assets bring Vistra’s generation portfolio to nearly 50,000 megawatts of capacity across the United States.

The acquired facilities are combined-cycle combustion turbine and cogeneration plants located in three power regions: PJM, ISO New England, and ERCOT. “Natural gas plays a critical role in meeting our nation’s growing energy needs, and the Cogentrix assets are a strong strategic fit for Vistra as we continue to grow our generation portfolio,” said Jim Burke, president and chief executive officer of Vistra. Burke said Vistra’s team knows how to successfully integrate generation assets into its fleet and that he looks forward to building on Cogentrix’s strengths.

The Acquired Portfolio

The company’s portfolio overview identifies the 10 acquired facilities by state, ISO, capacity, and technology:

Vistra acquired 100% ownership in all 10 plants, including the 25% interest in the Patriot and Hamilton-Liberty plants that Cogentrix did not previously own.

When it announced the transaction in January, Vistra described the portfolio as three combined-cycle gas turbine facilities and two combustion turbine facilities across PJM, four combined-cycle gas turbine facilities in ISO New England, and one cogeneration facility in ERCOT. The company said the portfolio has an average heat rate of approximately 7,800 Btu/kWh and highlighted the Patriot and Hamilton-Liberty plants, both 2016 COD facilities, as having heat rates below 7,000 Btu/kWh.

Transaction Terms

Vistra executed definitive agreements to acquire Cogentrix Energy on January 5, 2026. Under the announced terms, the approximately $4.0 billion net purchase price consists of approximately $2.3 billion of cash consideration and approximately $0.9 billion of Vistra stock consideration, representing 5 million shares of common stock issued to Quantum at a mutually agreed value of $185 per share, plus the assumption of approximately $1.5 billion of outstanding Cogentrix indebtedness, less approximately $0.7 billion of net present value of expected tax benefits generated directly as a result of the transaction. The consideration payable is subject to customary net working capital, cash, and indebtedness adjustments.

Vistra stated that the net purchase price implies a multiple of approximately 7.25 times the portfolio’s 2027 expected Adjusted EBITDA contribution and approximately $730 per kilowatt of capacity, net of expected tax benefits.

Vistra said it expects the acquisition to deliver mid-single-digit Ongoing Operations Adjusted Free Cash Flow before Growth per share accretion in 2027 and high single-digit accretion on average over 2027 through 2029, and that it expects the transaction to exceed its mid-teens levered return target. The company defines Ongoing Operations as excluding its Asset Closure segment and identifies Ongoing Operations Adjusted EBITDA and Ongoing Operations Adjusted Free Cash Flow before Growth as non-GAAP financial measures.

Alongside the January announcement, Vistra reiterated its capital allocation plan, including a long-term net leverage target of less than 3 times, a planned $300 million in annual dividends, and at least $1 billion of share repurchases each year. The company bases the leverage target on Ongoing Operations Adjusted EBITDA and excludes project-level financings.

At signing, the transaction was subject to regulatory approvals from the Federal Energy Regulatory Commission, the Department of Justice under the Hart-Scott-Rodino Act, and certain state regulators, with closing then expected in mid-to-late 2026.

“We are pleased to have reached an agreement to sell substantially all of the Cogentrix portfolio to Vistra,” Wil VanLoh, founder and chief executive officer of Quantum Capital Group, said in January. He added that Quantum was excited to become a Vistra shareholder.

Goldman Sachs (GS ) & Co. LLC served as exclusive financial advisor to Vistra, with Latham & Watkins LLP, Sidley Austin LLP, and Cleary Gottlieb Steen & Hamilton LLP serving as legal advisors. Evercore served as exclusive financial advisor to Cogentrix Energy, with King & Spalding LLP serving as legal advisor.

The closing adds to Vistra’s recent generation acquisitions. The company completed its acquisition of Energy Harbor in March 2024, adding approximately 4,000 megawatts of nuclear generation, and acquired seven natural gas plants from Lotus Infrastructure Partners in October 2025, adding more than 2,300 megawatts of capacity to its fleet.