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Vistra Energy Announces Agreement To Acquire Ambit Energy, Purchase Price Announced

August 20, 2019

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Copyright 2010-19
Reporting by Paul Ring •

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Today, Vistra Energy (VST) announced it has entered into an agreement to acquire Ambit Energy for $475 million plus net working capital in an all-cash transaction.

Market chatter concerning the expected acquisition had been exclusively first reported by last week

Following the closing of the transaction, Vistra's share of the ERCOT residential market will grow from approximately 25 percent to approximately 32 percent, and to what Vistra said is an industry-leading 26 percent in all U.S. competitive markets (versus 24% for NRG, per Vistra data).

Vistra is the parent of TXU, Dynegy and other retail brands, including the former Crius brands

"Ambit is a very attractive standalone retail company and a great match for Vistra's retail business, given its leading direct selling capability and its proprietary technology platform. Importantly, Ambit's retail load is nearly two-thirds in the ERCOT market, followed by PJM and the northeast, and this load is 90 percent comprised of residential and small business customers," said Curt Morgan, Vistra's president and chief executive officer. "This acquisition offers significant benefits including consequential synergies and a material enhancement of Vistra's generation to retail load match, with total customers reaching nearly 5 million, and our expected returns from the transaction representing a superior use of capital. Given the attractive EBITDA to free cash flow conversion profile of the business, we expect the transaction to have a minimal impact on Vistra's credit metrics and our capital allocation plan moving forward."

Ambit is headquartered in Dallas, Texas and serves approximately 1.1 million residential customer equivalents in 17 states.

Vistra listed Ambit load as 11 TWh. Pro forma Vistra retail volume would be 95 TWh after the transaction

"The North Texas overlap of administrative functions will uniquely position Vistra to capture synergies and enable the teams to quickly integrate operations," Vistra said

"Vistra expects the Ambit business will contribute approximately $125 million to adjusted EBITDA after the full run-rate of approximately $25 million of anticipated annual synergies is achieved," Vistra said

Vistra said listed Transaction Highlights as follows"

• Expected annual adjusted EBITDA contribution of approximately $125 million after the full run-rate of synergies is achieved, representing an acquisition multiple of approximately 3.8 times enterprise value to adjusted EBITDA

• Acquisition economics materially exceed Vistra's investment threshold of mid-to-high teens unlevered returns; achieved only through the expertise and scale of the Vistra wholesale and retail businesses

• Transaction expected to be immediately accretive to adjusted EBITDA and adjusted FCFbG per share in the range of 2-3 percent

• Increases Vistra's match of its generation to retail load profile to approximately 58 percent – over a 20 percent increase since the Dynegy acquisition; 63 percent match in ERCOT with 75 percent at peak, further enhancing Vistra's integrated value proposition

• Essentially leverage-neutral acquisition that strengthens Vistra's retail position in the core ERCOT and PJM markets

• Estimated conversion of adjusted EBITDA to adjusted FCFbG of more than 90 percent

• Ambit is the largest energy-focused direct seller in the United States, providing a new complementary sales channel for Vistra

• Includes acquisition of Ambit's sophisticated, custom-built technology platform, and impressive network of consultants

Vistra further described the Ambit business as a, "Highly attractive portfolio comprised primarily of ERCOT residential and small business customers; one of the few remaining sizable retail businesses of interest to VST."

Vistra further said, "Ambit augments the Retail business with an additional proven direct selling channel, sophisticated proprietary technology platform, and impressive network of consultants." Vistra said Ambit has roughly 65,000 sales consultants

Vistra further described Ambit's book as follows:

• Attractive customer acquisition costs

• Strong brand recognition

• Committed customer base with low loss rate

In addition to satisfying the closing conditions and consents customary for a transaction of this nature, the transaction is also subject to applicable regulatory approvals, including the expiration or termination of any applicable waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act, and approval by the Federal Energy Regulatory Commission (FERC).

Pending the receipt of all necessary approvals and the fulfillment of all other customary closing conditions, the parties expect the transaction to close by year end 2019.

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