Filing Flows › Vistra (VST) › Takeover & LBO
Is Vistra (VST) a takeover target?
A leveraged buyout at today's price plus 30% ($146.76 a share) would return about 1% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $80.11 a share (−29% against today's $112.89). At $71.4B it would be larger than any buyout on record (the model flags anything over $60 billion), so this is a thought experiment more than a prospect. Historically 3.0% of companies with its figures were bought within a year (0.59× the average). Latest signal (2026-11-05): Vistra Completes Acquisition of Cogentrix Energy, Expanding Diverse Generation Fleet.
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $146.76 | today's $112.89 plus 30% |
| × shares | 339.2 million | |
| = Equity value | $49.8B | |
| + Debt refinanced | $19.6B | |
| − Cash | $435M | |
| + Other claims | $2.5B | preferred stock, minority interests |
| = Enterprise value | $71.4B | 11.3× EBITDA of $6.3B |
| Fees | $1.4B | 2% of the price |
| New debt | $34.9B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $38.0B | 52% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $19.9B | $6.6B | $2.7B | $652M | $34.2B |
| Year 2 | $20.7B | $6.8B | $2.6B | $795M | $33.4B |
| Year 3 | $21.4B | $7.1B | $2.6B | $945M | $32.5B |
| Year 4 | $22.0B | $7.3B | $2.5B | $1.1B | $31.4B |
| Year 5 | $22.7B | $7.5B | $2.4B | $1.3B | $30.1B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 9.5× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $70.9B | |
| − Debt left | $30.1B | |
| = Buyer's equity | $40.7B | |
| Money multiple | 1.07× | on $38.0B put in |
| Buyer's yearly return (IRR) | 1.4% |
Price against return
What the buyer makes at other premiums over today's $112.89; the IRR reaches 20% at $80.11 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $124.18 | 6.2% |
| 20% | $135.47 | 3.6% |
| 30% | $146.76 | 1.4% |
| 40% | $158.05 | −0.6% |
| 50% | $169.34 | −2.3% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $19.2B | |
| EBITDA, last 12 months | $6.3B | 33.0% of revenue |
| Depreciation and amortization | $2.8B | |
| Capital spending | $2.9B | |
| Debt | $19.6B | |
| Cash | $435M | |
| Share price | $112.89 | on Nov 6, 2026 |
Fixed rules, the same as the interactive view's starting point: the shares are bought at today's price plus 30%, the company's debt is refinanced and fees take 2%. New debt is the least of 5.5× EBITDA, 65% of the price and the amount whose interest EBITDA covers 2 times, at 7.65% a year (SOFR 3.89% plus the high-yield B spread 3.26% plus 0.5%, rates of Oct 15, 2026). Revenue grows 3.8% in the first year — the company's own rate, held between −3% and +8% — fading to 3% by year 5; the EBITDA margin, depreciation and capital spending stay at today's share of revenue; working capital takes 10% of each year's added revenue; tax is 21% of profit after interest. Every dollar of free cash flow repays debt. After 5 years the buyer sells at today's multiple of EBITDA.
What a takeover could cost
Takeovers on record paid a median premium of 32.5% over the share price before the deal (the middle half 20% to 51.8%), according to the 1,437 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Vistra would cost about $149.58 a share, $50.7B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $135.47 | $46.0B |
| Median | 32.5% | $149.58 | $50.7B |
| High end (a quarter paid more) | 51.8% | $171.37 | $58.1B |
The odds, from history
Historically 3.0% of companies with its figures were bought within a year (0.59× the average). Its figures put it in decile 2 of 10 (10 = the most likely to be bought). The odds come from a model of every merger proxy, tender-offer response and going-private statement filed on EDGAR since 2011, set against each company's size, margins, debt, cash flow and growth the year before.
Rumors and deal signals
- 2026-11-05 · 8-K deal · Vistra Completes Acquisition of Cogentrix Energy, Expanding Diverse Generation Fleet
Vistra's latest quarter
Vistra, Q3 2026: revenue $6.3B (+28% year over year), operating margin 26.9%, net earnings $1.1B. The chart follows the revenue to costs, profit and cash.
Questions
Is Vistra being acquired?
The latest signal on file is from 2026-11-05: Vistra Completes Acquisition of Cogentrix Energy, Expanding Diverse Generation Fleet. A headline is not a deal; Filing Flows lists the news, 8-K filings and 13D filings about a sale.
Could private equity buy Vistra?
A leveraged buyout at today's price plus 30% ($146.76 a share) would return about 1% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $80.11 a share (−29% against today's $112.89). At $71.4B it would be larger than any buyout on record (the model flags anything over $60 billion), so this is a thought experiment more than a prospect.
What would a takeover of Vistra cost?
Takeovers on record paid a median premium of 32.5% over the share price before the deal (the middle half 20% to 51.8%), according to the 1,437 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Vistra would cost about $149.58 a share, $50.7B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.