Vistra Energy, Crius Energy Trust Creating Leading Residential Electricity Provider

IRVING, Texas -- Vistra Energy (NYSE: VST) and Crius Energy Trust (TSX: KWH.UN) have announced they have entered into a definitive agreement pursuant to which Vistra will acquire Crius Energy for cash consideration of C$7.57 per trust unit. Following the closing of the transaction, Vistra will be the leading residential electricity provider in the nation with operations in 19 states and the District of Columbia. Vistra’s retail brands serve approximately 2.9 million residential, commercial, and industrial customers across five top retail states, and its generation fleet totals approximately 41,000 megawatts of highly efficient generation capacity, with a diverse portfolio of natural gas, nuclear, coal, and solar facilities.

"We are excited to announce this transaction, which will accelerate Vistra's retail growth expansion plans via the acquisition of a high-quality electricity and gas retailer serving primarily residential and small business customers," said Curt Morgan, Vistra's President and Chief Executive Officer. "The Crius Energy portfolio has a high degree of overlap with Vistra's generation fleet and complements Vistra's existing municipal aggregation and large commercial and industrial portfolio in the Midwest and Northeast markets. We welcome the Crius Energy team to the Vistra family."

Morgan added, "This transaction is consistent with Vistra's stated strategy to grow our retail business at attractive multiples while remaining committed to our capital allocation and deleveraging plans."

The announcement of this transaction follows a competitive strategic review process led and unanimously recommended by the Independent Directors of Crius Energy, and unanimously approved by Crius Energy's Board of Directors.

"We are pleased to announce this transaction and are confident that it is in the best interests of our unitholders and other stakeholders," said Brian Burden, Chairman of Crius Energy's Board of Directors. "This transaction is the result of an exhaustive review of strategic alternatives undertaken by our Board of Directors, with the assistance of outside advisors, to maximize unitholder value and unlock the company's intrinsic value, while eliminating execution risk. We are confident that this transaction represents the best outcome for our unitholders and other stakeholders and look forward to completing the transaction."

The purchase price of C$7.57 per unit represents an approximately 38 percent premium to Crius Energy's unit price of C$5.48 as of market close on Feb. 6, 2019. In addition to the purchase price, Crius Energy unitholders will receive Crius Energy's previously-declared distribution for the first quarter of 2019 in the amount of C$0.209 per unit for total consideration in the amount of C$7.779 per unit. Under the definitive agreement, Crius Energy has agreed not to declare any further distributions prior to the closing.

"We are excited to have reached an agreement with Vistra, a leading integrated power company serving approximately 2.9 million customers with more than 40 GW of generation," said Michael Fallquist, Chief Executive Officer of Crius Energy. "Partnered with Vistra, Crius Energy will be well-positioned to continue providing our customers and strategic partners with differentiated products and services."