Vistra has inked an agreement to acquire Cogentrix Energy, taking ownership of its 5.5 GW portfolio of natural gas generation facilities for a net purchase price of around $4 billion, the company announced Monday.
The acquisition includes “three combined cycle gas turbine facilities and two combustion turbine facilities located across PJM, four combined cycle gas turbine facilities in ISO New England, and one cogeneration facility in ERCOT,” Vistra said in a release.
Cogentrix is indirectly owned by Quantum Capital Group, which purchased it from Carlyle for $3 billion in 2024.
Vistra said it will acquire Cogentrix in a cash-and-stock consideration comprised of $2.3 billion in cash and $900 million in Vistra stock, plus the assumption of $1.5 billion of Cogentrix debt, less around $700 million of expected tax benefits derived from the transaction.
In a U.S. Securities and Exchange Commission filing, Vistra said Goldman Sachs is “committed to provide up to approximately $2 billion in an aggregate principal amount of senior secured bridge loans” to help finance the transaction along with fees and expenses.
Vistra President and CEO Jim Burke said in the release that the acquisition is the “second opportunistic expansion of our generation footprint over the past year to support our ability to serve growing customer demand in our key markets.”
The first expansion was Vistra’s acquisition of 2.6 GW of natural gas capacity from Lotus Infrastructure Partners, a deal that closed in October.
The Cogentrix deal is “attractively priced and shows use of balance sheet to create value accretively,” said Jefferies energy equities analyst Julien Demoulin-Smith in a Tuesday note. “The move to get into New England and diversify on the margin makes abundant sense to us — we see ISO-NE as the most attractive power market in the U.S. given the seemingly unsustainably low price of capacity over time.”
“Watch carefully for evolution, but see this move aligning with our perspective of pivoting into deeper value,” Demoulin-Smith said.
Demoulin-Smith noted that the increase in price since Quantum acquired the portfolio in August 2024 marked a “sharp improvement as the value of power [and] capacity expanded,” and the outlying regulatory approvals needed to move forward. “Regulatory review uncertainty has increased after the [Department of Justice] opposition to [Constellation’s] acquisition of Calpine transaction,” he said.
Vistra’s release said the transaction “is subject to certain regulatory approvals, including by the Federal Energy Regulatory Commission, the Department of Justice under the Hart-Scott-Rodino Act, and certain state regulatory approvals, and is expected to close in mid-to-late-2026.”
