VISTRA ENERGY CORP.d18rn0p25nwr6d.cloudfront.net/CIK-0001692819/dd50b9af-1... · 2018-07-23 ·...

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As filed with the Securities and Exchange Commission on July 20, 2018Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENTUNDER

THESECURITIESACTOF1933

VISTRA ENERGY CORP.(Exact Name of Registrant as Specified in its Charter)

Delaware 4911 36-4833255(State or Other Jurisdiction of Incorporation or Organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification No.)

6555 Sierra DriveIrving, Texas 75039

(214) 812-4600(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Stephanie Zapata Moore

Vistra Energy Corp.Executive Vice President and General Counsel


(214) 812-4600(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent of Service)

Withacopyto:

William D. Howell Sidley Austin LLP 2021 McKinney AvenueDallas, Texas 75201 (214) 981-3418

Approximate date of commencement of proposed sale to the public: As soon as practicable following the effective date of this registration statement.If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please

check the following box. ☐If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act

registration statement number of the earlier effective registration statement for the same offering. ☐If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number

of the earlier effective registration statement for the same offering. ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐Non-accelerated filer ☒ (Do not check if a smaller reporting company) Smaller reporting company ☐

Emerging growth company ☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class ofSecurities to be Registered

Amount to be

Registered

Proposed Maximum

Offering Priceper Note

Proposed Maximum Aggregate

Offering Price Amount of

Registration Fee (1)8.125% Senior Notes due 2026 $850,000,000 100% $850,000,000 $105,825Guarantees of 8.125% Senior Notes due 2026 (2) $— $— $— $—(3)

(1) The registration fee was calculated pursuant to Rule 457(f) under the Securities Act of 1933. For purposes of this calculation, the offering price per note was assumed to be thestated principal amount of each original note that may be received by the registrant in the exchange transaction in which the notes will be offered.

(2) No separate consideration will be received for the guarantees. Each subsidiary of Vistra Energy Corp. that is listed below in the Table of Additional Registrant Guarantors willguarantee the notes being registered.

(3) Pursuant to Rule 457(n) of the Securities Act of 1933, no registration fee is required for the guarantees.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment

which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statementshall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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TABLE OF ADDITIONAL REGISTRANT GUARANTORS * The following are additional registrants that are guaranteeing the securities registered hereby:

Exact Name of Registrant Guarantor as Specified in its Charter (1)

State or Other Jurisdiction of

Incorporation orOrganization

I.R.S. EmployerIdentification

Number ANP Bellingham Energy Company, LLC Delaware 76-0542814 ANP Blackstone Energy Company, LLC Delaware 76-0542813 Big Brown Power Company LLC Texas 75-2967823 Brighten Energy LLC Delaware 27-3494107 Calumet Energy Team, LLC Delaware 26-3603010 Casco Bay Energy Company, LLC Delaware 01-0506520 Coffeen and Western Railroad Company Illinois 20-0826424 Coleto Creek Power, LLC Delaware 03-0599683 Comanche Peak Power Company LLC Delaware 30-0951044 Dallas Power & Light Company, Inc. Texas — Dynegy Administrative Services Company Delaware 76-0593537 Dynegy Associates Northeast LP, Inc. Delaware 76-0555357 Dynegy Coal Generation, LLC Delaware — Dynegy Coal Holdco, LLC Delaware 45-2737371 Dynegy Coal Trading & Transportation, L.L.C. Delaware 76-0630494 Dynegy Commercial Asset Management, LLC Ohio 31-1758336 Dynegy Conesville, LLC Delaware 47-0989911 Dynegy Dicks Creek, LLC Delaware 47-0989594 Dynegy Energy Services (East), LLC Delaware 37-1484250 Dynegy Energy Services, LLC Delaware 90-0924805 Dynegy Fayette II, LLC Delaware 27-3694313 Dynegy Gas Imports, LLC Delaware 20-8755896 Dynegy Hanging Rock II, LLC Delaware 27-3694481 Dynegy Kendall Energy, LLC Delaware 22-3628696 Dynegy Killen, LLC Delaware 47-1027572 Dynegy Marketing and Trade, LLC Delaware 26-3737827 Dynegy Miami Fort, LLC Delaware 46-5692442 Dynegy Midwest Generation, LLC Delaware 45-2737533 Dynegy Morro Bay, LLC Delaware 77-0486184 Dynegy Moss Landing, LLC Delaware 77-0486186 Dynegy Northeast Generation GP, Inc. Delaware 76-0555359 Dynegy Oakland, LLC Delaware 77-0486187 Dynegy Operating Company Texas 74-1670543 Dynegy Power Generation, Inc. Delaware 20-4063728 Dynegy Power Marketing, LLC Texas 76-0425964 Dynegy Power, LLC Delaware 38-2875546 Dynegy Resource II, LLC Delaware — Dynegy Resources Generating Holdco, LLC Delaware 27-4387798 Dynegy South Bay, LLC Delaware 33-0833237 Dynegy Stuart, LLC Delaware 47-1065327 Dynegy Washington II, LLC Delaware 27-3694614 Dynegy Zimmer, LLC Delaware 46-5730986 Ennis Power Company, LLC Delaware 76-0615772 EquiPower Resources Corp. Delaware 27-2294219 Forney Pipeline, LLC Delaware — Generation SVC Company Texas 45-0470622 Havana Dock Enterprises, LLC Delaware —

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Incorporation or Organization

I.R.S. Employer Identification

Number Hays Energy, LLC Delaware 76-0565718 Hopewell Power Generation, LLC Delaware 76-0229111 Illinois Power Generating Company Illinois 37-1395586 Illinois Power Marketing Company Illinois 37-1395583 Illinois Power Resources Generating, LLC Delaware 80-0964092 Illinois Power Resources, LLC Delaware — Illinova Corporation Illinois 37-1319890 IPH, LLC Delaware 36-4757063 Kincaid Generation, L.L.C. Virginia 54-1796772 La Frontera Holdings, LLC Delaware 46-2171160 Lake Road Generating Company, LLC Delaware 52-1923765 Liberty Electric Power, LLC Delaware 54-1907703 Lone Star Energy Company, Inc. Texas 75-1325876 Lone Star Pipeline Company, Inc. Texas 75-2522789 Luminant Energy Company LLC Texas 45-2790807 Luminant Energy Trading California Company Texas 75-2723853 Luminant ET Services Company LLC Texas 75-2967835 Luminant Generation Company LLC Texas 75-2967820 Luminant Mining Company LLC Texas 75-2967821 Masspower, LLC Massachusetts 04-3126542 Midlothian Energy, LLC Delaware 76-0555833 Milford Power Company, LLC Delaware 76-0598624 NCA Resources Development Company LLC Texas — NEPCO Services Company Pennsylvania 23-2621764 Northeastern Power Company Pennsylvania 23-2366929 Oak Grove Management Company LLC Delaware 27-0551189 Ontelaunee Power Operating Company, LLC Delaware 87-0750537 Pleasants Energy, LLC Delaware 26-3603167 Richland-Stryker Generation LLC Delaware 45-2978632 Sandow Power Company LLC Texas 26-3771811 Sithe Energies, Inc. Delaware 13-3554926 Sithe/Independence LLC Delaware 13-3555904 Southwestern Electric Service Company, Inc. Texas 75-0699680 Texas Electric Service Company, Inc. Texas 75-0604000 Texas Power & Light Company, Inc. Texas 75-0606380 Texas Utilities Electric Company, Inc. Texas 75-2967817 T-Fuels, LLC Delaware 76-0615771 TXU Energy Retail Company LLC Texas 26-0494257 TXU Retail Services Company Delaware 20-5872839 Upton County Solar 2, LLC Delaware 38-4076166 Value Based Brands LLC Texas 75-2959527 Vistra Asset Company LLC Delaware 20-5872839 Vistra Corporate Services Company Texas 75-0835281 Vistra EP Properties Company Texas 75-2543293 Vistra Finance Corp. Delaware 61-1788338 Vistra Intermediate Company LLC Delaware 38-4076210 Vistra Operations Company LLC Delaware 36-4833461 Vistra Preferred Inc. Delaware 38-3995549

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Number Wharton County Generation, LLC Texas 26-0633072 Wise County Power Company, LLC Delaware 76-0615770 Wise-Fuels Pipeline, Inc. Texas 80-0100998 (1) The address, including zip code, and telephone number, including area code, of each additional registrant guarantor’s executive offices is 6555 Sierra

Drive, Irving, Texas 75039, (214) 812-4600.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed withthe Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy thesesecurities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 20, 2018

Vistra Energy Corp.Offer to exchange up to

$850,000,000 of 8.125% Senior Notes due 2026(CUSIP Nos. 26817R BA5 and U2676Q AN8)

that have been registered under the Securities Act of 1933for

$850,000,000 of 8.125% Senior Notes due 2026(CUSIP Nos. and )

that have not been registered under the Securities Act of 1933

THE EXCHANGE OFFER EXPIRES AT 5:00 P.M., NEW YORKCITY TIME, ON , 2018, UNLESS WE EXTEND IT

Terms of the Exchange Offer:

• We are offering to exchange up to $850 million aggregate principal amount of registered 8.125% Senior Notes due 2026 (the “New Notes”) for any and all of

our $850 million aggregate principal amount of unregistered 8.125% Senior Notes due 2026 (CUSIP Nos. 26817R BA5 and U2676Q AN8) (the “Old Notes”and together with the New Notes, the “notes” or the “2026 Notes”) that were issued on August 21, 2017.

• We will exchange all outstanding Old Notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer for an equalprincipal amount of New Notes.

• The terms of the New Notes will be substantially identical to those of the outstanding Old Notes except that the New Notes will be registered under theSecurities Act of 1933, as amended (the “Securities Act”), and will not contain restrictions on transfer, registration rights or provisions for additional interest.

• You may withdraw tenders of Old Notes at any time prior to the expiration of the exchange offer. • The exchange of Old Notes for New Notes will not be a taxable event for U.S. federal income tax purposes. • We will not receive any cash proceeds from the exchange offer.

• The Old Notes are, and the New Notes will be, our and the Subsidiary Guarantors’ general unsecured senior obligations, will rank equally in right of paymentwith all of our and the Subsidiary Guarantors’ other existing and future senior indebtedness and will be effectively subordinated to our and the SubsidiaryGuarantors’ secured indebtedness (including indebtedness under our Credit Agreement), in each case to the extent of the value of the collateral securing suchindebtedness. In addition, the notes and the guarantees will be structurally subordinated to all of the liabilities of any existing and future subsidiaries that donot guarantee the notes.

• The Old Notes are, and the New Notes will be, jointly and severally guaranteed by each of Vistra Energy’s current and future wholly owned domesticsubsidiaries that from time to time is a borrower or guarantor under its Credit Agreement. Please read “Description of Notes—Subsidiary Guarantees.”

• There is no established trading market for the New Notes or the Old Notes. • We do not intend to apply for listing of the New Notes on any national securities exchange or for quotation through any quotation system.

Please read “ Risk Factors ” beginning on page 10 for a discussion of certain risks that you should consider prior to

tendering your outstanding Old Notes in the exchange offer.Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or passed

upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it shall deliver a prospectus in connectionwith any resale of such New Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer shall not be deemed toadmit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by abroker-dealer in connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired by such broker-dealer as a result ofmarket-making activities or other trading activities. We have agreed that, for a period ending on the earlier of (i) 180 days from the date on which the Exchange OfferRegistration Statement is declared effective and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making orother trading activities, they shall make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

The date of this prospectus is , 2018.

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Table of Contents ABOUT THIS PROSPECTUS i CERTAIN DEFINED TERMS ii SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS iii PROSPECTUS SUMMARY 1 RISK FACTORS 10 RATIO OF EARNINGS TO FIXED CHARGES 16 USE OF PROCEEDS 17 THE EXCHANGE OFFER 18 DESCRIPTION OF NOTES 24 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 48 PLAN OF DISTRIBUTION 53 LEGAL MATTERS 54 EXPERTS 54 WHERE YOU CAN FIND MORE INFORMATION 54 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 55

This prospectus incorporates important business and financial information about us that is not included or delivered with this prospectus. We willprovide this information to you at no charge upon written or oral request directed to Investor Relations Department, Vistra Energy Corp., 6555 Sierra Drive,Irving, Texas 75039 (telephone number (214) 812-4600). In order to ensure timely delivery of this information, any request should be made by , 2018, five business days prior to the expiration date of the exchange offer.

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ABOUT THIS PROSPECTUS

In this prospectus, except as otherwise indicated herein, or as the context may otherwise require, all references to “Vistra Energy,” “the Company,”“we,” “us” and “our” refer to (a) Vistra Energy Corp. and, unless the context otherwise requires, its direct and indirect subsidiaries and (b) prior to itsemergence from bankruptcy (“Emergence”), Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company, and, unless thecontext otherwise requires, its direct and indirect subsidiaries (our “Predecessor”). On April 9, 2018, Vistra Energy completed a merger with Dynegy Inc.(“Dynegy”), the issuer entity and our predecessor in interest with respect to the Indenture, the Old Notes and all obligations related thereto, pursuant to anAgreement and Plan of Merger dated October 29, 2017 (the “Merger Agreement”).

The historical financial information and accompanying financial statements and corresponding notes contained or incorporated by reference in thisprospectus for periods prior to October 3, 2016 (the “Effective Date”) reflect the actual historical consolidated results of operations, cash flows and financialcondition of our Predecessor and do not give effect to the Third Amended Joint Plan of Reorganization (the “Plan”) under Chapter 11 of the United StatesBankruptcy Code of Energy Future Holdings Corp. and the substantial majority of its direct and indirect subsidiaries, including Energy Future IntermediateHolding Company LLC, Energy Future Competitive Holdings Company LLC and our Predecessor, but excluding Oncor Electric Delivery HoldingsCompany LLC and its direct and indirect subsidiaries, Emergence or the adoption of fresh-start reporting. Thus, such financial information is notrepresentative of our results of operations, cash flows or financial condition subsequent to the Effective Date. Because our Predecessor ceased owning andoperating its historical business upon Emergence and Vistra Energy continues to own and operate, directly and indirectly, substantially the same businessthat our Predecessor owned and operated prior to Emergence and, as of the Effective Date, Vistra Energy applied fresh-start reporting in its financialstatements, references herein to “our” historical consolidated financial information (or data derived therefrom) should be read to refer to the historicalconsolidated financial information of our Predecessor for periods prior to Emergence and to Vistra Energy for periods subsequent to Emergence. See Item7, Management’sDiscussionandAnalysisofFinancialConditionandResultsofOperation, in our Annual Report on Form 10-K (the “Vistra 2017 Form10-K”) for the year ended December 31, 2017, filed with the SEC on February 26, 2018, for further information.

This prospectus is part of a registration statement we filed with the U.S. Securities and Exchange Commission, referred to in this prospectus as theSEC. In making your decision to participate in the exchange offer, you should rely only on the information contained in or incorporated by reference intothis prospectus and in the accompanying letter of transmittal. We have not authorized anyone to provide you with any other information. If you receive anyunauthorized information, you must not rely on it. We are not making an offer to sell these securities in any state or jurisdiction where the offer is notpermitted. You should not assume that the information contained in or incorporated by reference into this prospectus is accurate as of any date other thanthe date on the front cover of this prospectus or the date of such incorporated documents, as the case may be.

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CERTAIN DEFINED TERMS

Unless otherwise specified or the context requires otherwise, in this prospectus:

• “Debt Redemption” refers to the repayment by Vistra Energy on May 1, 2018 of $850 million aggregate principal amount of the Dynegy 6.75%senior notes due 2019, whereby Vistra Energy utilized $864 million of cash to repay the principal and redemption premium.

• “DTC” refers to The Depository Trust Company.

• “Dynegy” refers to Dynegy Inc., the predecessor in interest to Vistra Energy under the Credit Agreement, Indenture and other continuingindebtedness, pursuant to the Merger Agreement between Vistra Energy and Dynegy.

• “GAAP” means United States generally accepted accounting principles.

• “Indenture” refers to the Indenture dated as of August 21, 2017, by and among Vistra Energy, as successor in interest to Dynegy, the Guarantors

(as defined therein) and Wilmington Trust, National Association, as trustee, as amended by the First Supplemental Indenture, dated as ofApril 9, 2018, and the Second Supplemental Indenture, dated as of June 14, 2018.

• “Merger” refers to the merger effected on April 9, 2018 pursuant to the Merger Agreement by and between Vistra Energy and Dynegy, withVistra Energy continuing as the surviving corporation.

• “Merger Agreement” refers to the Agreement and Plan of Merger dated October 29, 2017, between Vistra Energy and Dynegy.

• “MW” refers to Megawatts.

• “Registered Exchange Offer” refers to the term as defined in the Registration Rights Agreement.

• “Registration Rights Agreement” refers to the Registration Rights Agreement dated August 21, 2017, by and among Vistra Energy, as successor

in interest to Dynegy, the Subsidiary Guarantors party thereto (as defined therein) and Goldman Sachs & Co. LLC, as representative of theInitial Purchasers (as defined therein).

• “Transactions” refers to the Merger and Debt Redemption, collectively.

• “Trustee” refers to Wilmington Trust, National Association.

• “TWh” refers to Terawatt-hours.

• “Vistra Credit Agreement” refers to the Credit Agreement, dated as of October 3, 2016 (as amended, supplemented or otherwise modified fromtime to time), by and among Vistra Operations Company LLC, Vistra Intermediate Company LLC, the guarantors party thereto, Credit SuisseAG, Cayman Island Branch (as successor to Deutsche Bank AG New York Branch as administrative and collateral agent) and the other partiesnamed therein, pursuant to which, among other things, Vistra Energy on June 14, 2018 incurred a new class of Incremental Term Loans (asdefined therein) in order to fund the payoff of the Dynegy Credit Agreement dated as of April 23, 2013 (as amended, supplemented orotherwise modified from time to time), among Vistra Energy, as successor in interest to Dynegy, various lenders party thereto and Credit SuisseAG, Cayman Islands Branch, as administrative agent.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and other presentations made by us contain “forward-looking statements.” All statements, other than statements of historical facts,that are included in this prospectus, or made in presentations, in response to questions or otherwise, that address activities, events or developments that mayoccur in the future, including such matters as activities related to our financial or operational projections, capital allocation, capital expenditures, liquidity,dividend policy, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of power generation assets,market and industry developments and the growth of our businesses and operations (often, but not always, through the use of words or phrases such as“intends,” “plans,” “will likely,” “unlikely,” “expected,” “anticipated,” “estimated,” “should,” “may,” “projection,” “target,” “goal,” “objective” and“outlook”), are forward-looking statements. Although we believe that in making any such forward-looking statement our expectations are based onreasonable assumptions, any such forward-looking statement involves uncertainties and risks and is qualified in its entirety by reference to the section ofthis prospectus and any accompanying prospectus supplement entitled “Risk Factors” and under a similar heading in documents incorporated by referenceinto this prospectus, and the following important factors, among others, that could cause our actual results to differ materially from those projected in orimplied by such forward-looking statements:

• statements regarding our ability to pay interest, premium, if any, and principal, on the notes;

• the actions and decisions of regulatory authorities;

• prohibitions and other restrictions on our operations due to the terms of our agreements;

• governmental policies and regulatory actions, including those of legislatures and other government actions of states in which we operate, theUnited States Congress, the United States Federal Energy Regulatory Commission, the North American Electric Reliability Corporation, theTexas Reliability Entity, Inc., the public utility commissions of states in which we operate, the California Independent System Operator(“CAISO”), Electric Reliability Council of Texas, Inc. (“ERCOT”), the Independent System Operator New England (“ISO-NE”), theMidcontinent Independent System Operator, Inc. (“MISO”), the New York Independent System Operator (“NYISO”), the PJM Interconnection,LLC (“PJM”), the Railroad Commission of Texas, the United States Nuclear Regulatory Commission, the Environmental Protection Agency,the environmental regulatory bodies of states in which we operate, the United States Mine Safety and Health Administration and the UnitedStates Commodity Futures Trading Commission, with respect to, among other things:

• allowed prices;

• industry, market and rate structure;

• purchased power and recovery of investments;

• operations of nuclear generation facilities;

• operations of fossil fueled generation facilities;

• operations of mines;

• acquisition and disposal of assets and facilities;

• development, construction and operation of facilities;

• decommissioning costs;

• present or prospective wholesale and retail competition;

• changes in tax laws and policies;

• changes in and compliance with environmental and safety laws and policies, including National Ambient Air Quality Standards, theCross-State Air Pollution Rule, the Mercury and Air Toxics

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Standard, regional haze program implementation and greenhouse gas and other climate change initiatives, and

• clearing over-the-counter derivatives through exchanges and posting of cash collateral therewith;

• legal and administrative proceedings and settlements;

• general industry trends;

• economic conditions, including the impact of an economic downturn;

• weather conditions, including drought and limitations on access to water, and other natural phenomena, and acts of sabotage, wars or terrorist orcyber security threats or activities;

• our ability to collect trade receivables from counterparties;

• our ability to attract and retain profitable customers;

• our ability to profitably serve our customers;

• restrictions on competitive retail pricing;

• changes in wholesale electricity prices or energy commodity prices, including the price of natural gas;

• changes in prices of transportation of natural gas, coal, fuel oil and other refined products;

• changes in the ability of vendors to provide or deliver commodities as needed;

• changes in market heat rates in the CAISO, ERCOT, ISO-NE, MISO, NYISO and PJM electricity markets;

• our ability to effectively hedge against unfavorable commodity prices, including the price of natural gas, market heat rates and interest rates;

• population growth or decline, or changes in market supply or demand and demographic patterns, particularly in ERCOT, MISO and PJM;

• access to adequate transmission facilities to meet changing demands;

• changes in interest rates, commodity prices, rates of inflation or foreign exchange rates;

• changes in operating expenses, liquidity needs and capital expenditures;

• commercial bank market and capital market conditions and the potential impact of disruptions in US and international credit markets;

• access to capital, the attractiveness of the cost and other terms of such capital and the success of financing and refinancing efforts, includingavailability of funds in capital markets;

• our ability to maintain prudent financial leverage;

• our ability to generate sufficient cash flow to make principal and interest payments in respect of, or refinance, our debt obligations:

• competition for new energy development and other business opportunities;

• inability of various counterparties to meet their obligations with respect to our financial instruments;

• changes in technology (including large scale electricity storage) used by and services offered by us;

• changes in electricity transmission that allow additional power generation to compete with our generation assets;

• our ability to attract and retain qualified employees;

• significant changes in our relationship with our employees, including the availability of qualified personnel, and the potential adverse effects iflabor disputes or grievances were to occur;

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• changes in assumptions used to estimate costs of providing employee benefits, including medical and dental benefits, pension and other post-

employment benefits, and future funding requirements related thereto, including joint and several liability exposure under the EmployeeRetirement Income Security Act of 1974, as amended;

• hazards customary to the industry and the possibility that we may not have adequate insurance to cover losses resulting from such hazards;

• the impact of our obligations under the Tax Receivables Agreement, dated as of the Effective Date, by and between the Company and AmericanStock Transfer & Trust Company, LLC, as Transfer Agent;

• our ability to successfully integrate the businesses of Vistra Energy and Dynegy and our ability to successfully capture any projected synergiesrelating to the Merger; and

• actions by credit rating agencies.

Any forward-looking statement speaks only at the date on which it is made, and, except as may be required by law, we undertake no obligation toupdate any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipatedevents or circumstances. New factors emerge from time to time, and it is not possible for us to predict them. In addition, we may be unable to assess theimpact of any such event or condition or the extent to which any such event or condition, or combination of events or conditions, may cause results to differmaterially from those contained in or implied by any forward-looking statement. As such, you should not unduly rely on such forward-looking statements.

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PROSPECTUS SUMMARY

Thissummaryhighlightsthemoredetailedinformationcontainedelsewhereinthisprospectus.Thissummarymaynotcontainalltheinformationthatmaybeimportanttoyou.Youshouldcarefullyreadtheentireprospectusforamorecompleteunderstandingofourbusinessandthetermsofthisexchangeofferbeforemakinganinvestmentdecision,especiallytheinformationpresentedundertheheading“RiskFactors.”Inthisprospectus,exceptasotherwiseindicatedherein,orasthecontextmayotherwiserequire,allreferencesto“VistraEnergy,”“theCompany,”“we,”“us”and“our”refertoVistraEnergyCorp.,aDelawarecorporation,and,unlessthecontextotherwiserequires,itsdirectandindirectsubsidiaries.Werefertoeachofoursubsidiariesthatguaranteesthenotescollectivelyasthe“SubsidiaryGuarantors.”

Overview

Vistra Energy is a holding company operating an integrated retail and generation platform throughout key competitive power markets in theUnited States.

In Texas, Vistra Energy has primarily operated through our Luminant and TXU Energy subsidiaries, engaged in competitive electricity marketactivities including electricity generation, wholesale energy sales and purchases, commodity risk management activities, and retail sales of electricityto end users, all largely in the Electric Reliability Council of Texas, Inc. (“ERCOT”) market. TXU Energy has the largest single brand residentialmarket share in Texas, with approximately 1.7 million residential, commercial and industrial customers. Luminant is the largest generator of electricityin ERCOT, operating approximately 13,600 MW of installed capacity in ERCOT.

On April 9, 2018, Vistra Energy completed the merger with Dynegy Inc. (“Dynegy”), pursuant to an Agreement and Plan of Merger datedOctober 29, 2017 (the “Merger Agreement”). The combined company serves approximately 300,000 commercial and industrial customers and2.7 million residential customers in five top retail states, with estimated retail sales of 75 TWh in 2018, and the combined company’s generation fleettotals approximately 41,000 MW of generation capacity with a diverse portfolio of natural gas, nuclear, coal and solar facilities.

We have six reportable operating segments: (i) our Retail segment, consisting largely of TXU Energy and legacy Dynegy retail (includingHomefield Energy); (ii) our ERCOT segment, consisting of our wholesale commodity risk management business and Luminant plants in ERCOT;(iii) our PJM segment, consisting of the legacy Dynegy plants in PJM; (iv) our NY/NE segment, consisting of the legacy Dynegy plants in NYISO andISO-NE; (v) our MISO/IPH segment, consisting primarily of the legacy Dynegy plants in MISO; and (vi) our Asset Closure segment, consisting offinancial results associated with retired plants and mines.

As of June 30, 2018, we had approximately 5,517 full-time employees, including approximately 2,096 employees under collective bargainingagreements.

Principal Executive Offices

Our principal executive offices are located at 6555 Sierra Drive, Irving, Texas 75039, and our telephone number is (214) 812-4600. Our internetaddress is www.vistraenergy.com. Information on our website is not incorporated by reference herein and our web address is included in thisprospectus as an inactive textual reference only.

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The Exchange Offer

On August 21, 2017, Dynegy, which merged with and into Vistra Energy on April 9, 2018, completed a private offering of $850 millionaggregate principal amount of the Old Notes. As part of this private offering, Dynegy entered into a registration rights agreement with the initialpurchasers of the Old Notes (the ‘Registration Rights Agreement”) in which Dynegy agreed, among other things, to deliver this prospectus to you andto use its commercially reasonable efforts to have the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement)declared effective under the Securities Act no later than 360 days after the August 21, 2017 private offering. The following is a summary of theexchange offer. Old Notes 8.125% Senior Notes due 2026, which were issued on August 21, 2017. New Notes 8.125% Senior Notes due 2026. The terms of the New Notes are substantially identical to the

terms of the outstanding Old Notes except that the transfer restrictions, registration rights andprovisions for additional interest relating to the Old Notes will not apply to the New Notes.

Exchange Offer We are offering to exchange up to $850 million aggregate principal amount of our New Notes

that have been registered under the Securities Act for an equal amount of our outstanding OldNotes that have not been registered under the Securities Act to satisfy our obligations underthe Registration Rights Agreement.

The New Notes will evidence the same debt as the Old Notes for which they are beingexchanged and will be issued under, and be entitled to the benefits of, the same indenture thatgoverns the Old Notes. Holders of the Old Notes do not have any appraisal or dissenters’rights in connection with the exchange offer. Because the New Notes will be registered, theNew Notes will not be subject to transfer restrictions, and holders of Old Notes that havetendered and had their Old Notes accepted in the exchange offer will have no registrationrights. The New Notes will have a CUSIP number different from that of any Old Notes thatremain outstanding after the completion of the exchange offer.

Expiration Date The exchange offer will expire at 5:00 p.m., New York City time, on , 2018, unless we decide

to extend the date. Conditions to the Exchange Offer The exchange offer is subject to customary conditions, which we may waive. Please read

“The Exchange Offer—Conditions to the Exchange Offer” for more information regardingthe conditions to the exchange offer.

Procedures for Tendering Old Notes You must do one of the following on or prior to the expiration of the exchange offer to

participate in the exchange offer: • tender your Old Notes by sending the certificates for your Old Notes, in proper form for

transfer, a properly completed and duly

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executed letter of transmittal, with any required signature guarantees, and all otherdocuments required by the letter of transmittal, to Wilmington Trust, NationalAssociation, as registrar and exchange agent, at the address listed under the caption “TheExchange Offer—Exchange Agent”; or

• tender your Old Notes by using the book-entry transfer procedures described below andtransmitting a properly completed and duly executed letter of transmittal, with anyrequired signature guarantees, or an agent’s message instead of the letter of transmittal, tothe exchange agent. In order for a book-entry transfer to constitute a valid tender of yourOld Notes in the exchange offer, Wilmington Trust, National Association, as registrar andexchange agent, must receive a confirmation of book-entry transfer of your Old Notes intothe exchange agent’s account at The Depository Trust Company (“DTC”) prior to theexpiration of the exchange offer. For more information regarding the use of book-entrytransfer procedures, including a description of the required agent’s message, please readthe discussion under the caption “The Exchange Offer—Procedures for Tendering—Book-entry Transfer.”

We are not providing for guaranteed delivery procedures, and therefore you must allowsufficient time for the necessary tender procedures to be completed during normal businesshours of DTC on or prior to the expiration time. If you hold your Old Notes through a broker,dealer, commercial bank, trust company or other nominee, you should consider that suchentity may require you to take action with respect to the exchange offer a number of daysbefore the expiration time in order for such entity to tender notes on your behalf on or prior tothe expiration time. Tenders not completed on or prior to 5:00 p.m., New York City time, on , 2018 will be disregarded and of no effect.

By executing the letter of transmittal or by transmitting an agent’s message in lieu thereof,

you will represent to us that, among other things:

• the New Notes you receive will be acquired in the ordinary course of your business;

• you are not participating and you have no arrangement with any person or entity toparticipate in, the distribution of the New Notes;

• you are not our or our Subsidiary Guarantors’ “affiliate,” as defined under Rule 405 of theSecurities Act, or a broker-dealer tendering Old Notes acquired directly from us for resalepursuant to Rule 144A or any other available exemption under the Securities Act;

• if you are not a broker-dealer, that you are not engaged in and do not intend to engage inthe distribution of the New Notes; and

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• if you are a broker-dealer that will receive New Notes for your own account inexchange for Old Notes that were acquired by you as a result of market-making or othertrading activities, that you will deliver a prospectus in connection with any resale ofsuch New Notes.

Special Procedures for Beneficial Owners If you are a beneficial owner whose Old Notes are registered in the name of a broker, dealer,

commercial bank, trust company or other nominee and you wish to tender your Old Notes inthe exchange offer, you should promptly contact the person in whose name the Old Notes areregistered and instruct that person to tender on your behalf.

Please do not send your letter of transmittal or certificates representing your Old Notes to us.Those documents should be sent only to the exchange agent. Questions regarding how totender and requests for information should be directed to the exchange agent.

If you wish to tender in the exchange offer on your own behalf, prior to completing andexecuting the letter of transmittal and delivering the certificates for your Old Notes, you musteither make appropriate arrangements to register ownership of the Old Notes in your name orobtain a properly completed bond power from the person in whose name the Old Notes areregistered.

Withdrawal; Non-Acceptance You may withdraw any Old Notes tendered in the exchange offer at any time prior to 5:00

p.m., New York City time, on , 2018 by following the procedures described in this prospectusand the related letter of transmittal. If we decide for any reason not to accept any Old Notestendered for exchange, the Old Notes will be returned to the registered holder at our expensepromptly after the expiration or termination of the exchange offer. In the case of Old Notestendered by book-entry transfer in to the exchange agent’s account at DTC, any withdrawn orunaccepted Old Notes will be credited to the tendering holder’s account at DTC. For furtherinformation regarding the withdrawal of tendered Old Notes, please read “The ExchangeOffer—Withdrawal Rights.”

Material U.S. Federal Income Tax Considerations The exchange of New Notes for Old Notes in the exchange offer will not be a taxable event

for U.S. federal income tax purposes. Please read the discussion under the caption “MaterialUnited States Federal Income Tax Considerations” for more information regarding the taxconsiderations to you of the exchange offer.

Use of Proceeds The issuance of the New Notes will not provide us with any new proceeds. We are making

this exchange offer solely to satisfy our obligations under the Registration Rights Agreement. Fees and Expenses We will pay all of our expenses incident to the exchange offer.

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Exchange Agent We have appointed Wilmington Trust, National Association, a national banking association(“Wilmington Trust”), as exchange agent for the exchange offer. For the address, telephonenumber and fax number of the exchange agent, please read “The Exchange Offer—ExchangeAgent.”

Resales of New Notes Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to

third parties that are not related to us, we believe that the New Notes you receive in theexchange offer may be offered for resale, resold or otherwise transferred by you withoutcompliance with the registration and prospectus delivery provisions of the Securities Act solong as:

• the New Notes are being acquired in the ordinary course of business;

• you are not participating, do not intend to participate, and have no arrangement orunderstanding with any person to participate in the distribution of the New Notes issued toyou in the exchange offer;

• you are not our affiliate or an affiliate of any of our Subsidiary Guarantors; and

• you are not a broker-dealer tendering Old Notes acquired directly from us for youraccount.

The SEC has not considered this exchange offer in the context of a no-action letter, and wecannot assure you that the SEC would make similar determinations with respect to thisexchange offer. If any of these conditions are not satisfied, or if our belief is not accurate, andyou transfer any New Notes issued to you in the exchange offer without delivering a resaleprospectus meeting the requirements of the Securities Act or without an exemption fromregistration of your New Notes from those requirements, you may incur liability under theSecurities Act. We will not assume, nor will we indemnify you against, any such liability.Each broker-dealer that receives New Notes for its own account in exchange for Old Notes,where the Old Notes were acquired by such broker-dealer as a result of market-making orother trading activities, must acknowledge that it will deliver a prospectus in connection withany resale of such New Notes. Please read “Plan of Distribution.”

Please read “The Exchange Offer—Resales of New Notes” for more information regarding

resales of the New Notes. Broker-Dealer Each broker-dealer that receives New Notes for its own account in exchange for Old Notes,

where such Old Notes were acquired by such broker-dealer as a result of market-makingactivities or other trading activities, must acknowledge that it shall deliver a prospectus inconnection with any resale of such New Notes. Please read “Plan of Distribution.”

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Consequences of Not Exchanging Your Old Notes If you do not exchange your Old Notes in this exchange offer, you will no longer be able torequire us to register your Old Notes under the Securities Act, except in the limitedcircumstances provided under the Registration Rights Agreement. In addition, you will not beable to resell, offer to resell or otherwise transfer your Old Notes unless we have registeredthe Old Notes under the Securities Act, or unless you resell, offer to resell or otherwisetransfer them under an exemption from the registration requirements of, or in a transactionnot subject to, the Securities Act.

For information regarding the consequences of not tendering your Old Notes and ourobligation to file a registration statement, please read “The Exchange Offer—Consequencesof Failure to Exchange Old Notes” and “Description of Notes.”

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Terms of the New Notes

The terms of the New Notes will be substantially identical to the terms of the Old Notes except that the transfer restrictions, registration rightsand provisions for additional interest relating to the Old Notes will not apply to the New Notes. As a result, the New Notes will not bear legendsrestricting their transfer and will not have the benefit of the registration rights and additional interest provisions contained in the Old Notes. The NewNotes represent the same debt as the Old Notes for which they are being exchanged. The New Notes are governed by the same indenture as that whichgoverns the Old Notes.

The following summary contains basic information about the New Notes and is not intended to be complete. For a more complete understandingof the New Notes, please refer to the section in this prospectus entitled “Description of Notes.” When we use the term “notes” in this prospectus,unless the context requires otherwise, the term includes the Old Notes and the New Notes. Issuer Vistra Energy Corp. Notes Offered $850 million aggregate principal amount of 8.125% Senior Notes due 2026. Maturity Date The New Notes mature on January 30, 2026. Interest Interest on the New Notes will accrue at a rate equal to 8.125% per annum, computed on the

basis of a 360-day year comprising twelve 30-day months. Interest Payment Dates We will pay interest on the New Notes semi-annually, in cash in arrears, on January 30 and

July 30 of each year. Ranking The New Notes will be:

• Vistra Energy’s and the Subsidiary Guarantors’ general unsecured senior obligations;

• paripassuin right of payment with all of Vistra Energy’s and the Subsidiary Guarantors’existing and future senior indebtedness;

• senior in right of payment to any of Vistra Energy’s and the Subsidiary Guarantors’subordinated indebtedness;

• effectively subordinated to Vistra Energy’s and the Subsidiary Guarantors’ securedindebtedness (including indebtedness under the Credit Agreement), in each case to theextent of the value of the collateral securing such indebtedness; and

• structurally subordinated to all indebtedness to third parties of Vistra Energy’s non-guarantor subsidiaries.

As of March 31, 2018, we had (i) approximately $4.4 billion of indebtedness on a pro formabasis, (ii) approximately $12.5 billion of indebtedness on a pro forma basis after giving effectto the Transactions, of which approximately $6.6 billion constituted secured indebtedness,and (iii) approximately $11.6 billion of indebtedness, net of cash, on a pro forma basis aftergiving effect to the Transactions. See “Description of Notes—Ranking” and “Description ofNotes—Security for the Notes.”

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Subsidiary Guarantors Vistra Energy, as the parent company, has no independent operations. Vistra Energy’soperations are conducted by its subsidiaries through its operating company subsidiary, VistraOperations Company LLC (“Vistra Operations”). Each of Vistra Operations’ and VistraEnergy’s other 100% owned subsidiaries is a Subsidiary Guarantor (other than certain non-wholly owned subsidiaries that are minor). Each Subsidiary Guarantor is a 100% ownedsubsidiary of Vistra Energy. The guarantees registered under the registration statement willbe full and unconditional and joint and several obligations of the Subsidiary Guarantors,subject to certain automatic customary releases, including the release, discharge ortermination of such Subsidiary Guarantor’s obligations as a borrower or guarantor under theVistra Credit Agreement or the exercise of a legal defeasance option or covenant defeasanceoption in accordance with the Indenture.

Guarantees The New Notes will be jointly and severally guaranteed by each of Vistra Energy’s current

and future wholly owned domestic subsidiaries that from time to time is a borrower orguarantor under its Credit Agreement. Please read “Description of Notes—SubsidiaryGuarantees.”

Optional Redemption Vistra Energy may redeem all or a portion of the New Notes beginning on July 30, 2020, at

the redemption prices described herein. Vistra Energy may also redeem any of the New Notesat any time prior to July 30, 2020, at a price equal to 100% of the aggregate principal amountthereof plus a “make-whole” premium and accrued and unpaid interest, if any, to butexcluding the redemption date. Prior to July 30, 2020, Vistra Energy may redeem up to 35%of the aggregate principal amount of the New Notes with the net cash proceeds of certainequity offerings, at a price equal to 108.125% of the aggregate principal amount thereof plusaccrued and unpaid interest, if any, to but excluding the redemption date. Please read“Description of Notes—Optional Redemption.”

Change of Control Upon the occurrence of a change of control, an offer must be made to purchase each holder’s

notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaidinterest, if any, to but excluding the date of purchase. Please read “Description of Notes—Change of Control.”

Certain Covenants The indenture governing the notes will, among other things, limit our Subsidiary Guarantors’

ability to:

• create liens upon any principal property to secure debt for borrowed money; and

• consolidate, merge or sell all or substantially all of our assets. These covenants are subject to a number of important qualifications and exceptions which are

described in “Description of Notes—Certain Covenants.”

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No Public Trading Market The New Notes are a new issue of securities, and there is currently no established tradingmarket for the New Notes. We do not intend to list the New Notes offered hereby on anynational securities exchange or to arrange for quotation on any automated dealer quotationsystems. We cannot assure you that an active trading market for the New Notes will develop.

Risk Factors You should refer to “Risk Factors” beginning on page 9 of this prospectus, the risk factors set

forth in Vistra Energy’s Annual Report on Form 10-K for the year ended December 31, 2017and Dynegy’s Annual Report on Form 10-K for the year ended December 31, 2017,“Forward-Looking Statements” and the other information included in or incorporated byreference into this prospectus for a discussion of the risk factors you should carefullyconsider before deciding participate in the exchange offer.

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RISK FACTORS

Before deciding to participate in the exchange offer, you should carefully consider the risks and uncertainties described below as well as the riskfactors contained in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2017 (“Vistra 2017Form 10-K”) and Dynegy’s Annual Report on Form 10-K for the year ended December 31, 2017 (“Dynegy 2017 Form 10-K”), which are incorporated byreference herein. The risk factors included or incorporated by reference herein are some of the important factors that could affect our financial performanceor could cause actual results to differ materially from estimates or expectations contained in our forward-looking statements. We may encounter risks inaddition to those included or incorporated by reference herein. Additional risks and uncertainties not currently known to us, or that we currently deem to beimmaterial, may also impair or adversely affect our business, contracts, financial condition, operating results cash flow, liquidity, prospects and ability tomake payments of interest, premium, if any, and principal on the New Notes.

Risks Relating to the Exchange Offer

HolderswhofailtoexchangetheirOldNoteswillcontinuetobesubjecttorestrictionsontransferandmayhavereducedliquidityaftertheexchangeoffer.

If you do not exchange your Old Notes for New Notes in the exchange offer, you will continue to be subject to the restrictions on transfer applicableto the Old Notes. The restrictions on transfer of your Old Notes arise because we issued the Old Notes under exemptions from, or in transactions not subjectto, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the Old Notes if they areregistered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. We do not plan toregister the Old Notes under the Securities Act. In addition, we have not conditioned the exchange offer on receipt of any minimum or maximum principalamount of outstanding Old Notes. As Old Notes are tendered and accepted in the exchange offer, the principal amount of remaining Old Notes willdecrease. This decrease could reduce the liquidity of the trading market for the Old Notes. We cannot assure you of the liquidity, or even the continuation,of the trading market for the Old Notes following the exchange offer. For further information regarding the consequences of not tendering your Old Notes inthe exchange offer, please read “The Exchange Offer— Consequences of Failure to Exchange Old Notes.”

Youmustcomplywiththeexchangeofferproceduresinordertoreceivenew,freelytradableNewNotes.

Delivery of New Notes in exchange for applicable Old Notes tendered and accepted for exchange pursuant to the exchange offer will be made onlyafter timely receipt by the exchange agent of the following:

• certificates for Old Notes or a book-entry confirmation of a book-entry transfer of Old Notes into the exchange agent’s account at DTC, NewYork, New York as depository, including an agent’s message (as defined herein) if the tendering holder does not deliver a letter of transmittal;

• a completed and signed letter of transmittal (or facsimile thereof), with any required signature guarantees, or an agent’s message inlieuof theletter of transmittal; and

• any other documents required by the letter of transmittal.

Therefore, holders of Old Notes who would like to tender Old Notes in exchange for New Notes should be sure to allow enough time for the OldNotes to be delivered on time. We are not required to notify you of defects or irregularities in tenders of Old Notes for exchange. Old Notes that are nottendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existingtransfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain registration and other rights under the RegistrationRights Agreement will terminate. See “The Exchange Offer—Procedures for Tendering Old Notes” and “The Exchange Offer—Consequences ofExchanging or Failing to Exchange Old Notes.”

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SomeholderswhoexchangetheirOldNotesmaybedeemedtobeunderwritersandmustdeliveraprospectusinconnectionwithresalesoftheNewNotes.

If you exchange your Old Notes in the exchange offer for the purpose of participating in a distribution of the New Notes, you may be deemed to havereceived restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act inconnection with any resale transaction. If such a holder transfers any New Notes without delivering a prospectus meeting the requirements of the SecuritiesAct or without an applicable exemption from registration under the Securities Act, such a holder may incur liability under the Securities Act. We do not andwill not assume, or indemnify such a holder against this liability.

Ifyouareabroker-dealer,yourabilitytotransfertheNewNotesmayberestricted.

A broker-dealer that purchased the Old Notes for its own account as part of market-making or trading activities must comply with the prospectusdelivery requirements of the Securities Act in connection with any resale of the New Notes. Our obligation to make this prospectus available to broker-dealers is limited, and, as a result, we cannot guarantee that a proper prospectus will be available to broker-dealers wishing to resell their New Notes. See“Plan of Distribution.”

Risks Relating to the New Notes

TheNewNotesandtheguaranteeswillbeunsecuredandeffectivelysubordinatedtoourexistingsecuredindebtednessandanyfuturesecuredindebtedness.

The New Notes and the guarantees will be general unsecured senior obligations and will be effectively subordinated to all of our existing and futuresecured debt and that of each Subsidiary Guarantor, including obligations under the Vistra Credit Agreement, to the extent of the value of the collateralsecuring such debt. If we or a Subsidiary Guarantor are declared bankrupt, become insolvent or are liquidated or reorganized, any of our secured debt or thatof a Subsidiary Guarantor will be entitled to be paid in full from our assets or the assets of the Subsidiary Guarantor, as applicable, securing that debt beforeany payment may be made with respect to the New Notes or the affected guarantees. Holders of the New Notes will participate ratably in our remainingassets with all holders of our unsecured indebtedness that does not rank junior to the New Notes, and all of our other general creditors, based upon therespective amounts owed to each holder or creditor. In any of the foregoing events, there may not be sufficient assets to pay amounts due on the New Notes.As a result, holders of the New Notes may receive less, on a ratable basis, than holders of secured indebtedness. See “Summary Description of the NewNotes—Ranking.”

As of March 31, 2018, we had (i) approximately $4.4 billion of indebtedness on a standalone basis, (ii) approximately $12.5 billion of indebtednesson a pro forma basis after giving effect to the Transactions, of which approximately $6.6 billion constituted secured indebtedness, and (iii) approximately$11.6 billion of indebtedness, net of cash, on a pro forma basis after giving effect to the Transactions.

Ourindebtednesscouldadverselyaffectourabilitytoraiseadditionalcapitaltofundouroperations.Itcouldalsoexposeustotheriskofincreasedinterestratesandlimitourabilitytoreacttochangesintheeconomyorourindustryaswellasimpactourcashavailablefordistribution.

As of March 31, 2018, we had (i) approximately $4.4 billion of indebtedness on a standalone basis, (ii) approximately $12.5 billion of indebtednesson a pro forma basis after giving effect to the Transactions, of which approximately $6.6 billion constituted secured indebtedness, and (iii) approximately$11.6 billion of indebtedness, net of cash, on a pro forma basis after giving effect to the Transactions. Our indebtedness could have important negativeconsequences for our financial condition, including:

• increasing our vulnerability to general economic and industry conditions;

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• requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness,therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;

• limiting our ability to enter into long-term power sales or fuel purchases which require credit support;

• limiting our ability to fund operations or future acquisitions;

• restricting our ability to make certain distributions with respect to our capital stock and the ability of our subsidiaries to make certaindistributions to us, in light of restricted payment and other financial covenants in our credit facilities and other financing agreements;

• exposing us to the risk of increased interest rates because certain of our borrowings, including borrowings under our revolving credit facility,are at variable rates of interest;

• limiting our ability to obtain additional financing for working capital including collateral postings, capital expenditures, debt servicerequirements, acquisitions and general corporate or other purposes; and

• limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who mayhave less debt.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the Indenture and the agreementsgoverning our other indebtedness, including the Vistra Credit Agreement, do not fully prohibit us or our subsidiaries from doing so. Additionally, in certaincases, we are permitted to incur other indebtedness which would be effectively senior to the Notes. If new debt is added to current debt levels, the relatedrisks could intensify. See “Description of Notes.”

Despiteourcurrentlevelofindebtedness,theIndenturewillpermitusandoursubsidiariestoincursubstantiallymoreindebtedness.Thiscouldfurtherincreasetherisksassociatedwithoursubstantialindebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of our Indenture will not prohibit us or oursubsidiaries from doing so. If we incur any additional indebtedness that ranks equally with the New Notes and the guarantees, the holders of thatindebtedness will be entitled to share ratably with the New Notes and the related guarantees in any proceeds distributed in connection with any insolvency,liquidation, reorganization, dissolution or other winding-up of us. If our current debt levels increase, the related risks that we and our subsidiaries now facecould intensify.

WemaybeunabletopurchasetheNewNotesuponachangeofcontrol.

Upon the occurrence of a change of control, you will have the right to require us to repurchase your New Notes at a purchase price in cash equal to101% of the principal amount of your New Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. The Vistra CreditAgreement contains, and any future credit agreement or other agreements relating to indebtedness to which we become a party may contain, prohibitions ofcertain events, including events that would constitute a change of control. The exercise by the holders of New Notes of their right to require us to repurchasethe New Notes upon a change of control could cause a default under these other agreements, even if the change of control itself is not due to the financialeffect of such repurchases on us or otherwise. In the event a change of control occurs at a time when we are prohibited from purchasing New Notes, wecould seek the consent of the applicable lenders to the purchase of New Notes or could attempt to refinance the indebtedness that contains such prohibitions.If we do not obtain a consent or repay that indebtedness, we will remain prohibited from purchasing New Notes. Our failure to make the change of controloffer or to pay the change of control purchase price when due would result in a default under the Indenture which, in turn, would constitute a default underthe Vistra Credit Agreement and the documents governing our other indebtedness. In addition, a change of control may result in an event of default under,or

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require us to purchase, our other existing or future indebtedness. Finally, the change of control feature of the New Notes does not cover all corporatereorganizations, mergers or similar transactions and may not provide you with protection in a highly leveraged transaction. See “Description of Notes—Change of Control.”

TheVistraCreditAgreementimposesrestrictionsonusandanyfailuretocomplywiththeserestrictionscouldhaveamaterialadverseeffectonus.

The Vistra Credit Agreement contains restrictions that could adversely affect us by limiting our ability to plan for, or react to, market conditions or tomeet our capital needs and could result in an event of default under the Vistra Credit Agreement. The Vistra Credit Agreement contains events of defaultcustomary for financings of this type. If we fail to comply with the covenants in the Vistra Credit Agreement and are unable to obtain a waiver oramendment, or a default exists and is continuing, the lenders could give notice and declare outstanding borrowings thereunder immediately due andpayable. Any such acceleration of outstanding borrowings could have a material adverse effect on us.

A breach of any covenant in the Indenture, the Vistra Credit Agreement or the agreements governing our other indebtedness would result in a defaultunder that agreement after any applicable grace periods. A default, if not waived, could result in acceleration of the debt outstanding under such agreementand in a default with respect to, and acceleration of, the debt outstanding under any other debt agreements. The accelerated debt would become immediatelydue and payable. If that should occur, we may not be able to make all of the required payments or borrow sufficient funds to refinance it. Even if newfinancing were then available, it may not be on terms that are acceptable to us. See “Description of Notes—Events of Default and Remedies.”

Toserviceourindebtedness,wewillrequireasignificantamountofcash.Ourabilitytogeneratecashdependsonmanyfactorsbeyondourcontrol.

Our ability to make payments on and to refinance our indebtedness, including the notes and the Vistra Credit Agreement, and to fund planned capitalexpenditures and other strategic investments will depend on our ability to generate cash in the future. This, to a certain extent, is subject to generaleconomic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We may not generate sufficient cash flow fromoperations and we cannot assure you that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fundour other liquidity needs. If we cannot make scheduled payments on our indebtedness, we will be in default and the holders of the notes could declare allapplicable outstanding principal and interest to be due and payable, the lenders under the Vistra Credit Agreement could terminate their commitments toloan money, the lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation. All of theseevents could result in your losing your investment in the New Notes.

YourrighttoreceivepaymentsontheNewNotescouldbeadverselyaffectedifanyofournon-guarantorsubsidiariesdeclarebankruptcy,liquidateorreorganize.

Certain of our subsidiaries will not guarantee the New Notes. See “ DescriptionofNotes—SubsidiaryGuarantees.” Accordingly, claims of holders ofthe New Notes will be structurally subordinated to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations ofour non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon liquidation orotherwise, to us or a guarantor of the New Notes. The Indenture will not limit the ability of these subsidiaries to incur certain additional debt or otherliabilities. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their tradecreditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

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AcourtcouldcanceltheguaranteesoftheNewNotesbyoursubsidiariesunderfraudulenttransferlaw.

Each of our current and future wholly owned domestic restricted subsidiaries that from time to time is a borrower or guarantor under our Vistra CreditAgreement will guarantee the New Notes. Although the guarantees provide you with a direct claim against the assets of the Subsidiary Guarantors, underfederal bankruptcy law and comparable provisions of state fraudulent transfer laws, in certain circumstances a court could cancel a guarantee and order thereturn of any payments made thereunder to the subsidiary guarantor or to a fund for the benefit of its creditors.

A court might take these actions if it found, among other things, that when the subsidiary guarantor incurred the debt evidenced by its guarantee (i) itreceived less than reasonably equivalent value or fair consideration for the incurrence of the guarantee and (ii) any one of the following conditions wassatisfied:

• the subsidiary guarantor was insolvent or was rendered insolvent by reason of the incurrence;

• the subsidiary guarantor was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or

• the subsidiary guarantor intended to incur, or believed (or reasonably should have believed) that it would incur, debts beyond its ability to payas those debts matured.

In applying the above factors, a court would likely find that a subsidiary guarantor did not receive fair consideration or reasonably equivalent valuefor its guarantee, except to the extent that it benefited directly or indirectly from the issuance of the notes. The determination of whether a subsidiaryguarantor was or was rendered “insolvent” when it entered into its guarantee will vary depending on the law of the jurisdiction being applied. Generally, anentity would be considered insolvent if the sum of its debts (including contingent or unliquidated debts) is greater than the fair market value of its assets, ifthe present fair salable value of its assets is less than the amount that will be required to pay its probable liability on its existing debts, including contingentor unliquidated debts, as they become absolute and matured or if it is unable to pay its debts.

If a court canceled a Subsidiary Guarantor’s guarantee, you would no longer have a claim against that Subsidiary Guarantor or its assets. Our assetsand the assets of the remaining Subsidiary Guarantors may not be sufficient to pay amounts then due under the New Notes.

TheNewNoteswillbeguaranteedbyeachofourcurrentandfuturewhollyowneddomesticsubsidiariesthatisaborrowerorguaranteestheVistraCreditAgreementoranyindebtednessthatrefinancestheVistraCreditAgreement.IfsuchasubsidiaryisreleasedfromitsguaranteeoftheVistraCreditAgreementorsuchotherindebtedness,itwillautomaticallybereleasedfromitsguaranteeoftheNewNotes.

The New Notes will be guaranteed by each of our current and future wholly owned domestic subsidiaries that is a borrower or guarantees the VistraCredit Agreement or any indebtedness that refinances the Vistra Credit Agreement. If such a subsidiary is released from its guarantee of the Vistra CreditAgreement or such other indebtedness, it will automatically be released from its guarantee of the New Notes without the consent of the holders of the NewNotes. The Vistra Credit Agreement provides that a Subsidiary Guarantee may be released under certain circumstances. For example, our Vistra CreditAgreement: (i) permits our Subsidiary Guarantors to enter into certain permitted transactions as a result of which such Subsidiary Guarantor ceases to be asubsidiary and (ii) allows us to designate any of our subsidiaries as an unrestricted subsidiary or excluded project subsidiary so long as certain conditionsare satisfied, the effect of which, in each case, would be to release such subsidiary from its guarantee obligations or to not require a guarantee from suchsubsidiary. See “Description of Notes—Subsidiary Guarantees”.

IfanactivetradingmarketdoesnotdevelopfortheNewNotesyoumaynotbeabletoresellthem.

The New Notes are a new issue of securities and there is no established trading market for the New Notes. We cannot assure you that an active tradingmarket will develop for the New Notes. If no active trading market

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develops, you may not be able to resell your New Notes at their fair market value or at all. Future trading prices of the New Notes will depend on manyfactors, including, among other things, prevailing interest rates, our operating results and the market for similar securities. We do not intend to apply forlisting the New Notes on any securities exchange or for inclusion of the New Notes in any automated quotation system. Historically, the market fornon-investment grade debt has been subjected to disruptions that have caused substantial volatility in the prices of securities similar to the New Notesoffered hereby. The market for the New Notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect the value of yourNew Notes.

ChangesinthepublicdebtratingsoftheNewNotesmaymateriallyandadverselyalterthecostandthetermsandconditionsofourfuturefinancingsandthevalueandliquidityoftheNewNotes.

The New Notes will be, and any of our future debt instruments may be, publicly rated by S&P and Moody’s, which are independent rating agencies.These public debt ratings may affect our ability to incur debt in the future. Any future downgrading of ratings assigned to the New Notes, our other debtinstruments or Vistra Energy by either rating agency may affect the cost and terms and conditions of our future financings and could adversely affect thevalue and liquidity of the New Notes.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table presents the ratios of earnings to fixed charges of Vistra Energy for the periods indicated. For the purposes of computing theseratios: (i) earnings means pre-tax income from continuing operations before fixed charges and amortization of capitalized interest less capitalized interestand (ii) fixed charges means the sum of interest expensed and capitalized plus the portion of rental expense which we believe represents an interest factor. Successor Predecessor

Three Months Ended

March 31,2018 (a)

Year Ended December 31,

2017

Period From October 3,

2016 throughDecember 31,

2016

Period FromJanuary 1,

2016 through

October 2, 2016 (d)


2015 2014 2013 Ratio of earnings to fixed charges (b)(c) — 2.09 — 21.15 — — — (a) Does not reflect the impacts of the Transactions, namely: (i) the Merger on April 9, 2018 between Vistra Energy and Dynegy, with Vistra Energy

continuing as surviving corporation nor (ii) the repayment on May 1, 2018 of $850 million aggregate principal amount of legacy Dynegy 6.75%senior notes due 2019, whereby Vistra utilized $864 million of cash to pay the principal and redemption premium.

(b) Excludes accretion expense related to the Tax Receivables Agreement.(c) Fixed charges exceeded earnings by $219 million, $235 million, $5.556 billion, $8.459 billion and $3.036 billion for the Successor for the three

months ended March 31, 2018 and the period from October 3, 2016 through December 31, 2016 and the Predecessor for the years endedDecember 31, 2015, 2014 and 2013, respectively.

(d) For the Predecessor period from January 1, 2016 through October 2, 2016, the ratio of earnings to fixed charges is not comparable to the other yearspresented due to net gains related to bankruptcy-related reorganization items, including significant gains on extinguishing claims pursuant to the Planof Reorganization. Excluding the effects of these net gains, fixed charges exceeded earnings by $653 million.

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USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the Registration Rights Agreement we entered into in connection with the privateoffering of the Old Notes. We will not receive any proceeds from the issuance of the New Notes in the exchange offer. In consideration for issuing the NewNotes as contemplated in this prospectus, we will receive, in exchange, outstanding Old Notes in like principal amount. We will cancel all of the Old Notessurrendered in exchange for New Notes in the exchange offer. As a result, the issuance of the New Notes will not result in any increase or decrease in ourindebtedness.

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THE EXCHANGE OFFER

Terms of the Exchange Offer; Period for Tendering Old Notes

Subject to terms and conditions detailed in this prospectus, we will accept for exchange Old Notes which are validly tendered on or prior to theExpiration Date and not validly withdrawn as permitted below. We may, however, in our sole discretion, extend the period of time during which one ormore of the exchange offer is open. The term “Expiration Date” means the latest time and date to which the exchange offer is extended.

As of the date of this prospectus, $850 million in aggregate principal amount of Old Notes are outstanding. This prospectus, together with the letter oftransmittal, is first being sent on or about the date hereof, to all holders of Old Notes known to us.

We expressly reserve the right, at any time, to extend the period of time during which the exchange offer is open, and delay acceptance for exchangeof the Old Notes, by giving oral or written notice of such extension to the holders thereof as described below. During any such extension, all Old Notespreviously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any Old Notes not accepted for exchange for anyreason will be returned without expense to the tendering holder as promptly as practicable after the Expiration Date or termination of the exchange offer, asapplicable.

Old Notes tendered in the exchange offer must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof;providedthatthe untendered portion of an Old Note or the portion thereof not accepted for exchange must be in a principal amount of $2,000 or an integralmultiple of $1,000 in excess thereof.

We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any Old Notes, upon the occurrence of any ofthe conditions of the exchange offer specified in the section entitled “Summary—Conditions to the Exchange Offer;” provided, however, that if we amendthe exchange offer to make a material change, including the waiver of a material condition, we will extend the exchange offer, if necessary, to keep it openfor at least five business days after such amendment or waiver is published, sent or given to the holders of the Old Notes. We will give oral or written noticeof any extension, amendment, non-acceptance or termination to the holders of the Old Notes as promptly as practicable. Such notice, in the case of anyextension, will be issued by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business dayafter the previously scheduled Expiration Date for the exchange offer.

Procedures for Tendering Old Notes

The tender to us of Old Notes by you as set forth below and our acceptance of the Old Notes will constitute a binding agreement between us and youupon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. Except as set forth below, to tenderOld Notes for exchange pursuant to the exchange offer, you must transmit a properly completed and duly executed letter of transmittal, including all otherdocuments required by such letter of transmittal or, in the case of a book-entry transfer, an agent’s message inlieuof such letter of transmittal, toWilmington Trust, as exchange agent, at the address set forth in the section entitled “ —Exchange Agent” on or prior to the Expiration Date. In addition,either:

• certificates for such Old Notes must be received by the exchange agent along with the letter of transmittal; or

• a timely confirmation of a book-entry transfer (a “book-entry confirmation”) of such Old Notes, if such procedure is available, into the

exchange agent’s account at DTC pursuant to the procedure for book-entry transfer must be received by the exchange agent, prior to theExpiration Date, with the letter of transmittal or an agent’s message inlieuof such letter of transmittal.

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The term “agent’s message” means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entryconfirmation, which states that DTC has received an express acknowledgment from the tendering participant stating that such participant has received andagrees to be bound by the letter of transmittal and that we may enforce such letter of transmittal against such participant.

The method of delivery of Old Notes, letters of transmittal and all other required documents is at your election and risk. If such delivery is by mail, itis recommended that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timelydelivery. No letter of transmittal or Old Notes should be sent to us.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the Old Notes surrendered for exchangeare tendered:

• by a holder of the Old Notes who has not completed the box entitled “ SpecialIssuanceInstructions” or “ SpecialDeliveryInstructions” onthe letter of transmittal; or

• for the account of an eligible institution (as defined below).

In the event that signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, such guarantees must be by a firm whichis a member of the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange MedallionProgram (each such entity being hereinafter referred to as an “eligible institution”). If Old Notes are registered in the name of a person other than the signerof the letter of transmittal, the Old Notes surrendered for exchange must be endorsed by, or be accompanied, by a written instrument or instruments oftransfer or exchange, in satisfactory form as we or the exchange agent determine in our sole discretion, duly executed by the registered holders with thesignature thereon guaranteed by an eligible institution.

We, or the exchange agent, in our sole discretion, will make a final and binding determination on all questions as to the validity, form, eligibility(including time of receipt) and acceptance of Old Notes tendered for exchange. We reserve the absolute right to reject any and all tenders of any particularOld Note not validly tendered or to not accept any particular Old Note which acceptance might, in our judgment or our counsel’s, be unlawful. We alsoreserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular Old Note either before or after theExpiration Date (including the right to waive the ineligibility of any holder who seeks to tender Old Notes in the exchange offer). Our or the exchangeagent’s interpretation of the term and conditions of the exchange offer as to any particular Old Note either before or after the Expiration Date (including theletter of transmittal and the instructions thereto) will be final and binding on all parties. Unless waived, any defects or irregularities in connection withtenders of Old Notes for exchange must be cured within a reasonable period of time, as we determine. We are not, nor is the exchange agent or any otherperson, under any duty to notify you of any defect or irregularity with respect to your tender of Old Notes for exchange, and no one will be liable for failingto provide such notification.

If the letter of transmittal is signed by a person or persons other than the registered holder or holders of Old Notes, such Old Notes must be endorsedor accompanied by powers of attorney signed exactly as the name(s) of the registered holder(s) that appear on the Old Notes.

If the letter of transmittal or any Old Notes or powers of attorney are signed by trustees, executors, administrators, guardians,attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Unlesswaived by us or the exchange agent, proper evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

By tendering Old Notes, you represent to us that, among other things, the New Notes acquired pursuant to the exchange offer are being obtained inthe ordinary course of business of the person receiving such New Notes,

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whether or not such person is the holder and that neither the holder nor such other person has any arrangement or understanding with any person, toparticipate in the distribution of the New Notes. In the case of a holder that is not a broker-dealer, that holder, by tendering, will also represent to us that theholder is not engaged in, and does not intend to engage in, a distribution of the New Notes.

However, any purchaser of Old Notes who is our affiliate, who intends to participate in the exchange offer for the purpose of distributing the NewNotes or a broker-dealer that acquired Old Notes in a transaction other than as part of its trading or market-making activities and who has arranged or has anunderstanding with any person to participate in the distribution of the Old Notes:

• cannot rely on the applicable interpretations of the staff of the SEC; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer that receives New Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale ofsuch New Notes. See “Plan of Distribution.” The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer willnot be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Acceptance of Old Notes for Exchange; Delivery of New Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the Expiration Date, all Old Notes validlytendered and will issue the New Notes promptly after the Expiration Date. See “Summary—Conditions to the Exchange Offer.” For purposes of theexchange offer, we will be deemed to have accepted validly tendered Old Notes for exchange if and when we give oral (confirmed in writing) or writtennotice to the exchange agent.

The holder of each Old Note accepted for exchange will receive an New Note in the amount equal to the surrendered Old Note. Holders of New Noteswill receive interest accruing from the most recent date to which interest has been paid on the Old Notes, unless the record date for the first interest paymentdate after the consummation of the exchange offer preceded such date of consummation, in which case the interest payable on such interest payment datewill be paid to the holders of the Old Notes.

In all cases, issuance of New Notes for Old Notes that are accepted for exchange will be made only after timely receipt by the exchange agent of:

• certificates for Old Notes or a timely book-entry confirmation of such Old Notes into the exchange agent’s account at DTC;

• a properly completed and duly executed letter of transmittal or an agent’s message inlieuthereof; and

• all other required documents

If any tendered Old Notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if Old Notes are submitted fora greater principal amount than the holder desires to exchange, such unaccepted or non-exchanged Old Notes will be returned without expense to thetendering holder (or, in the case of Old Notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entryprocedures described below, such non-exchanged Old Notes will be credited to an account maintained with DTC promptly after the Expiration Date ortermination of the exchange offer) promptly after the Expiration Date, as applicable.

Book-Entry Transfers

For purposes of the exchange offer, the exchange agent will request that an account be established with respect to the Old Notes at DTC within twobusiness days after the date of this prospectus, unless the exchange

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agent has already established an account with DTC suitable for the exchange offer. Any financial institution that is a participant in DTC may make book-entry delivery of Old Notes by causing DTC to transfer such Old Notes into the exchange agent’s account at DTC in accordance with DTC’s procedures fortransfer. Although delivery of Old Notes may be effected through book-entry transfer at DTC, the letter of transmittal or facsimile thereof or an agent’smessage inlieuthereof, with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received by theexchange agent at the address set forth in the section entitled “ —Exchange Agent” on or prior to the Expiration Date.

Withdrawal Rights

You may validly withdraw your tender of Old Notes at any time prior to the Expiration Date. To be effective, a written notice of withdrawal must bereceived by the exchange agent at one of the addresses set forth in the section entitled “ —Exchange Agent.” This notice must specify:

• the name of the person having tendered the Old Notes to be withdrawn;

• the Old Notes to be withdrawn (including the principal amount of such Old Notes); and

• where certificates for Old Notes have been transmitted, the name in which such Old Notes are registered, if different from that of thewithdrawing holder.

If certificates for Old Notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, thewithdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signaturesguaranteed by an eligible institution, unless such holder is an eligible institution. If Old Notes have been tendered pursuant to the procedure for book-entrytransfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Old Notesand otherwise comply with the procedures of DTC.

We, in our sole discretion, will make a final and binding determination on all questions as to the validity, form and eligibility (including time ofreceipt) of such notices. Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer.Any Old Notes tendered for exchange but not exchanged for any reason will be returned to the holder without cost to such holder promptly after theExpiration Date (or, in the case of Old Notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transferprocedures described above, such Old Notes will be credited to an account maintained with DTC for the Old Notes as soon as practicable after withdrawal,rejection of tender or termination of the exchange offer). Properly withdrawn Old Notes may be retendered by following one of the procedures described inthe section entitled “ —Procedures for Tendering Old Notes” above at any time on or prior to the Expiration Date.

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Exchange Agent

Wilmington Trust, National Association, will be appointed exchange agent for the exchange offer. Questions and requests for assistance and requestsfor additional copies of this prospectus or the letter of transmittal should be addressed to the exchange agent as follows:

Registered&CertifiedMail: RegularMailorCourier: InPersonbyHandOnly:

Wilmington Trust, National AssociationRodney Square North1100 North Market StreetWilmington, Delaware 19890Attn: Workflow Management



ByTelephone:(302) 636-6470

ByFacsimile(for Eligible Institutions only): (302) 636-4139

Forinformation:[email protected]

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSIONOF SUCH LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALIDDELIVERY OF THE LETTER OF TRANSMITTAL.

Fees and Expenses

We will pay the exchange agent customary fees for its services, reimburse the exchange agent for its reasonable out-of-pocket expenses incurred inconnection with the provision of these services and pay other registration expenses, including fees and expenses of the Trustee under the Indenture relatingto the New Notes, filing fees, blue sky fees and printing and distribution expenses. We will not make any payment to brokers, dealers or others solicitingacceptances of the exchange offer.

Additional solicitation may be made by telephone, facsimile or in person by our and our affiliates’ officers and regular employees.

Accounting Treatment

We will record the New Notes at the same carrying value as the Old Notes, as reflected in our accounting records on the date of the exchange.Accordingly, we will not recognize any gain or loss for accounting purposes. The expenses of the exchange offer will be amortized over the term of theNew Notes.

Consequences of Exchanging or Failing to Exchange Old Notes

If you do not exchange your Old Notes for New Notes in the exchange offer, your Old Notes will continue to be subject to the provisions of theIndenture relating to the New Notes regarding transfer and exchange of the Old Notes and the restrictions on transfer applicable to the Old Notes. Thesetransfer restrictions are required because the Old Notes were issued under an exemption from, or in transactions not subject to, the registration requirementsof the Securities Act and applicable state securities laws. In general, the Old Notes may not be offered or sold unless registered under the Securities Act,except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the OldNotes under the Securities Act. Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that theNew Notes you receive in the exchange offer may be offered for resale, resold or

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otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act. However, you will not be able tofreely transfer the New Notes if:

• you are our “affiliate,” as defined in Rule 405 under the Securities Act;

• you are not acquiring the New Notes in the exchange offer in the ordinary course of your business; or

• you are engaged in or intend to engage in, or have an arrangement or understanding with any person to participate in, the distribution, asdefined in the Securities Act, of the New Notes you will receive in the exchange offer.

We do not intend to request the SEC to consider, and the SEC has not considered, the exchange offer in the context of a similar no-action letter. As aresult, we cannot guarantee that the staff of the SEC would make a similar determination with respect to the exchange offer as in the circumstancesdescribed in the no-action letters discussed above. Each holder, other than a broker-dealer, must acknowledge that it is not engaged in, and does not intendto engage in, a distribution of New Notes and has no arrangement or understanding to participate in a distribution of New Notes. If you are our affiliate, areengaged in or intend to engage in a distribution of the New Notes or have any arrangement or understanding with respect to the distribution of the NewNotes you will receive in the exchange offer, you may not rely on the applicable interpretations of the staff of the SEC and you must comply with theregistration and prospectus delivery requirements of the Securities Act in connection with any resale transaction involving the New Notes. If you are aparticipating broker-dealer, you must acknowledge that you will deliver a prospectus in connection with any resale of the New Notes. In addition, to complywith state securities laws, you may not offer or sell the New Notes in any state, unless they have been registered or qualified for sale in that state or anexemption from registration or qualification is available and is complied with. The offer and sale of the New Notes to “qualified institutional buyers” (asdefined in Rule 144A of the Securities Act) is generally exempt from registration or qualification under state securities laws. We do not plan to register orqualify the sale of the New Notes in any state where an exemption from registration or qualification is required and not available.

Other

Participation in the exchange offer is voluntary, and you should consider carefully whether to accept. You are urged to consult your financial and taxadvisors in making your own decision on what action to take.

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DESCRIPTION OF NOTES

In this Description of Notes, the terms “Vistra Energy,” “Issuer,” “we,” “us” and “our” refer only to Vistra Energy Corp., as successor in interest toDynegy Inc. (“Dynegy”), and not to any of its Subsidiaries or Affiliates. We issued the Old Notes and will issue the New Notes pursuant to an Indenture(the “Indenture”), dated as of August 21, 2017, by and among Vistra Energy, as successor in interest to Dynegy, the Guarantors (as defined therein) andWilmington Trust, National Association, as trustee (the “Trustee”), as amended by the First Supplemental Indenture, dated as of April 9, 2018, and theSecond Supplemental Indenture, dated as of June 14, 2018. The terms of the notes include those set forth in the Indenture. The registered holder of a note(each, a “Holder”) will be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture. You can find the definitions ofvarious terms used in this description under “—Definitions” below. When we use the term “notes” herein, unless the context requires otherwise, the termincludes the Old Notes and the New Notes.

The following description is a summary of the material terms of the Indenture. It does not, however, restate the Indenture in its entirety. You shouldread the Indenture because it contains additional information and because it, and not this description, defines your rights as a Holder. Copies of theIndenture may be obtained by requesting them from Vistra Energy.

Brief Description of the Notes and the Subsidiary Guarantees

TheNewNotes

The New Notes will:

• be general unsecured obligations of Vistra Energy;

• rank paripassuin right of payment with all of Vistra Energy’s existing and future senior Indebtedness;

• be effectively subordinated to Vistra Energy’s secured Indebtedness, including Indebtedness incurred under the Credit Agreement, to the extentof the value of the collateral securing such Indebtedness;

• be senior in right of payment to any of Vistra Energy’s subordinated Indebtedness; and

• be unconditionally guaranteed on a joint and several basis by the Subsidiary Guarantors.

TheSubsidiaryGuarantees

Each Subsidiary Guarantor’s guarantee of the New Notes will:

• be a general unsecured obligation of such Subsidiary Guarantor;

• rank paripassuin right of payment with all of such Subsidiary Guarantor’s existing and future senior Indebtedness;

• be effectively subordinated to such Subsidiary Guarantor’s secured Indebtedness, including such Subsidiary Guarantor’s guarantee of Dynegy’sobligations under the Credit Agreement, to the extent of the value of the collateral securing such Indebtedness; and

• be senior in right of payment to any of such Subsidiary Guarantor’s subordinated Indebtedness.

As of March 31, 2018, we had (i) approximately $4.4 billion of indebtedness on a standalone basis, (ii) approximately $12.5 billion of indebtednesson a pro forma basis after giving effect to the Transactions, of which approximately $6.6 billion constituted secured indebtedness, and (iii) approximately$11.6 billion of indebtedness, net of cash, on a pro forma basis after giving effect to the Transactions.

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Vistra Energy, as the parent company, has no independent operations. Vistra Energy’s operations are conducted by its subsidiaries through itsoperating company subsidiary, Vistra Operations Company LLC (“Vistra Operations”). Each of Vistra Operations’ and Vistra Energy’s other 100% ownedsubsidiaries is a Subsidiary Guarantor (other than certain non-wholly owned subsidiaries that are minor). Each Subsidiary Guarantor is a 100% ownedsubsidiary of Vistra Energy. The guarantees registered under the registration statement will be full and unconditional and joint and several obligations of theSubsidiary Guarantors, subject to certain automatic customary releases, including the release, discharge or termination of such Subsidiary Guarantor’sobligations as a borrower or guarantor under the Credit Agreement or the exercise of a legal defeasance option or covenant defeasance option in accordancewith the Indenture.

Not all of Vistra Energy’s subsidiaries will guarantee the New Notes. The New Notes will be effectively subordinated in right of payment to allliabilities of any of Vistra Energy’s subsidiaries that does not guarantee the New Notes, except to the extent that Vistra Energy is itself recognized as acreditor of the subsidiary, in which case its claims would still be effectively subordinated to the extent of any collateral securing such liabilities.

Principal, Maturity and Interest

In the exchange offer, Vistra Energy will issue $850 million in aggregate principal amount of 8.125% Senior Notes due 2026. Vistra Energy will issuethe New Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The New Notes will mature on January 30, 2026.

Interest on the notes will accrue at the rate of 8.125% per annum and will be payable semi-annually in arrears on January 30 and July 30 of each year.Vistra Energy will make each interest payment to the holders of record on the immediately preceding January 15 and July 15. Interest on the New Noteswill accrue from the most recent date on which interest has been paid on the Old Notes. Interest will be computed on the basis of a 360-day year comprisedof twelve 30-day months.

Vistra Energy may issue additional notes under the Indenture from time to time after this offering without the consent of the existing holders of notes.Any additional notes issued will have the same terms as the notes, except for the issue date, issue price and initial interest payment date. The notes and anyadditional notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation,waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for all purposes of this description, references to “notes”include any additional notes issued.

Subsidiary Guarantees

The notes will be unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of Vistra Energy’s current and future WhollyOwned Domestic Subsidiaries that from time to time is a borrower or guarantor under the Credit Agreement. The obligations of each Subsidiary Guarantorunder its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicablelaw. See “Risk Factors—Risks Relating to the Notes—A court could cancel the guarantees of the New Notes by our subsidiaries under fraudulent transferlaw”.

A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whetheror not such Subsidiary Guarantor is the surviving Person) another Person, other than Vistra Energy or another Subsidiary Guarantor, unless immediatelyafter giving effect to that transaction, no Default or Event of Default exists.

The Subsidiary Guarantee of a Subsidiary Guarantor will be released automatically:

(1) upon the release, discharge or termination of such Subsidiary Guarantor’s obligations as a borrower under the Credit Agreement or suchSubsidiary Guarantor’s guarantee of the Credit Agreement; or

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(2) upon defeasance or satisfaction and discharge of the notes as provided below under the captions “— Legal Defeasance and CovenantDefeasance” and “— Satisfaction and Discharge”.

Methods of Receiving Payments on the Notes

If a holder of New Notes has given wire transfer instructions to Vistra Energy, Vistra Energy will pay or cause to be paid all principal, interest andpremium on that holder’s New Notes in accordance with those instructions. All other payments on New Notes will be made at the office or agency of thepaying agent and registrar unless Vistra Energy elects to make interest payments by check mailed to the noteholders at their address set forth in the registerof holders.

Paying Agent and Registrar for the Notes

The Trustee will initially act as paying agent and registrar. Vistra Energy may change the paying agent or registrar without prior notice to the holdersof the New Notes, and Vistra Energy or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange New Notes in accordance with the provisions of the Indenture. The registrar and the trustee may require a holder,among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of New Notes. Holders will be required to payall taxes due on transfer. Vistra Energy is not required to transfer or exchange any New Note selected for redemption. Also, Vistra Energy is not required totransfer or exchange any New Note for a period of 15 days before a selection of New Notes to be redeemed.

Optional Redemption

At any time prior to July 30, 2020, Vistra Energy may on any one or more occasions redeem up to 35% of the aggregate principal amount of thenotes, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 108.125% of the principal amount of the notes redeemed, plus accruedand unpaid interest, if any, to but excluding the redemption date (subject to the rights of holders of notes on the relevant record date to receive interest dueon the relevant interest payment date), with the proceeds of one or more Equity Offerings; providedthat:

(1) at least 65% of the aggregate principal amount of the notes issued on the Issue Date (excluding notes held by Vistra Energy and its Subsidiaries)remains outstanding immediately after the occurrence of such redemption; and

(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

At any time prior to July 30, 2020, Vistra Energy may on any one or more occasions redeem all or a part of the notes, upon not less than 30 nor morethan 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of notes redeemed, plus the Applicable Premium as of, and accruedand unpaid interest, if any, to but excluding the redemption date, subject to the rights of holders of notes on the relevant record date to receive interest dueon the relevant interest payment date.

Except pursuant to the preceding two paragraphs, the notes will not be redeemable at Vistra Energy’s option prior to July 30, 2020. Vistra Energy isnot prohibited, however, from acquiring the notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

On or after July 30, 2020, Vistra Energy may on any one or more occasions redeem all or a part of the notes upon not less than 30 nor more than 60days’ notice, at the redemption prices (expressed as percentages of

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principal amount) set forth below, plus accrued and unpaid interest, if any, on the notes redeemed, to but excluding the applicable redemption date, ifredeemed during the 12-month period beginning on July 30 of the years indicated below (subject to the rights of noteholders on the relevant record date toreceive interest on the relevant interest payment date):

Year Percentage 2020 104.063% 2021 102.031% 2022 and thereafter 100.000%

Mandatory Redemption

Vistra Energy is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Selection and Notice

If less than all of the New Notes are to be redeemed at any time, the trustee (or registrar if other than the trustee) will select New Notes for redemptionon a pro rata basis to the extent practicable or by lot or such other similar method in accordance with the procedures of The Depository Trust Company,unless otherwise required by law or applicable stock exchange requirements.

No New Notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail or delivered electronically at least30 but not more than 60 days before the redemption date to each holder of New Notes to be redeemed at its registered address, except that redemptionnotices may be mailed or delivered electronically more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of thenotes or a satisfaction and discharge of the Indenture. Any redemption notice may, in Vistra Energy’s discretion, be subject to the satisfaction of one ormore conditions precedent. If such redemption is subject to the satisfaction of one of more conditions precedent, such notice shall state that, in VistraEnergy’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by Vistra Energy in itssole discretion), such redemption may not occur and such notice may be rescinded in the event that any or all of such conditions shall not have beensatisfied (or waived by Vistra Energy in its sole discretion) by the redemption date, or by the redemption date so delayed.

If any New Note is to be redeemed in part only, the notice of redemption that relates to that New Note will state the portion of the principal amount ofthat New Note that is to be redeemed. A new New Note in principal amount equal to the unredeemed portion of the original New Note will be issued in thename of the holder of New Notes upon cancellation of the original New Note. New Notes called for redemption become due on the date fixed forredemption. On and after the redemption date, interest ceases to accrue on New Notes or portions of them called for redemption.

Change of Control

If a Change of Control occurs, each holder of New Notes will have the right to require Vistra Energy to repurchase all or any part (equal to $2,000 oran integral multiple of $1,000 in excess thereof) of that holder’s New Notes pursuant to a change of control offer (the “Change of Control Offer”) on theterms set forth in the Indenture. In the Change of Control Offer, Vistra Energy will offer a payment (the “Change of Control Payment”) in cash equal to101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest, if any, on the notes to but excluding the date ofpurchase, subject to the rights of noteholders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 daysfollowing any Change of Control, Dynegy will mail (or deliver electronically) a notice to each holder describing the transaction or transactions thatconstitute the Change of Control and offering to repurchase New Notes on the

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date for payment specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days fromthe date such notice is mailed or delivered, pursuant to the procedures required by the Indenture and described in such notice. Vistra Energy will complywith the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws andregulations are applicable in connection with the repurchase of the New Notes as a result of a Change of Control. To the extent that the provisions of anysecurities laws or regulations conflict with the Change of Control provisions of the Indenture, Vistra Energy will comply with the applicable securities lawsand regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of suchcompliance.

On the Change of Control Payment Date, Vistra Energy will, to the extent lawful:

(1) accept for payment all New Notes or portions of New Notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all New Notes or portions of New Notes properlytendered; and

(3) deliver or cause to be delivered to the Trustee the New Notes properly accepted together with an Officer’s Certificate stating the aggregateprincipal amount of New Notes or portions of New Notes being purchased by Vistra Energy.

The paying agent will promptly mail to each holder of New Notes properly tendered the Change of Control Payment for such New Notes, and theTrustee will promptly, upon receipt of a written order from Vistra Energy, authenticate and mail (or cause to be transferred by book entry) to each holder anew New Note equal in principal amount to any unpurchased portion of the New Notes surrendered, if any; providedthat each new New Note will be in aminimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Vistra Energy will publicly announce the results of the Change ofControl Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require Vistra Energy to make a Change of Control Offer following a Change of Control will be applicablewhether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does notcontain provisions that permit the holders of the New Notes to require that Vistra Energy repurchase or redeem the New Notes in the event of a takeover,recapitalization or similar transaction.

Vistra Energy will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of ControlOffer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer madeby Vistra Energy and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has beengiven pursuant to the Indenture as described above under the caption “— Optional Redemption”, unless and until there is a default in payment of theapplicable redemption price. A Change in Control Offer may be made in advance of a Change of Control, with the obligation to pay and the timing ofpayment conditioned upon the occurrence of a Change of Control, if a definitive agreement to effect a Change of Control is in place at the time the Changeof Control Offer is made.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all orsubstantially all” of the properties or assets of Vistra Energy and its Subsidiaries taken as a whole. There is a limited body of case law interpreting thephrase “substantially all”, and there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of NewNotes to require Vistra Energy to repurchase its New Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assetsof Vistra Energy and its Subsidiaries taken as a whole to another Person or group may be uncertain.

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Certain Covenants

Liens

Vistra Energy will not and will not permit any Subsidiary Guarantor to, create, incur, assume or suffer to exist or become effective any mortgage,pledge or other lien (other than Permitted Liens) upon any Principal Property to secure indebtedness for borrowed money represented by notes, bonds,debentures or other evidences of indebtedness, unless all payments due under the Indenture and the notes issued thereunder are secured on an equal andratable basis with the obligations so secured until such time as such obligations are no longer secured by a lien.

Merger,ConsolidationorSaleofAssets

Vistra Energy may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Vistra Energy is the survivingcorporation) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Vistra Energy and itsSubsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1) either (a) Vistra Energy is the surviving corporation or (b) the Person formed by or surviving any such consolidation or merger (if other thanVistra Energy) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership orlimited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia;providedthat if the Person is a partnership or limited liability company, then a corporation wholly owned by such Person organized or existingunder the laws of the United States, any state of the United States or the District of Columbia that does not and will not have any material assetsor operations shall become a co-issuer of the notes pursuant to supplemental indentures duly executed by the applicable trustee;

(2) the Person formed by or surviving any such consolidation or merger (if other than Vistra Energy) or the Person to which such sale, assignment,

transfer, conveyance or other disposition has been made assumes all the obligations of Vistra Energy under the Indenture, the notes and theRegistration Rights Agreement pursuant to documents in such form as are reasonably satisfactory to the Trustee; and

(3) immediately after such transaction, no Default or Event of Default exists.

In addition, Vistra Energy may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, toany other Person.

This “Merger, Consolidation or Sale of Assets” covenant will not apply to:

(1) a merger of Vistra Energy with an Affiliate solely for the purpose of reincorporating Vistra Energy in another jurisdiction or forming a directholding company of Vistra Energy; and

(2) any sale, transfer, assignment, conveyance, lease or other disposition of assets between or among Vistra Energy and its Subsidiaries, includingby way of merger or consolidation.

AdditionalSubsidiaryGuarantees

If any Wholly Owned Domestic Subsidiary of Vistra Energy other than a Subsidiary Guarantor becomes a borrower under the Credit Agreement orguarantees any Indebtedness under the Credit Agreement, within 30 days thereof Vistra Energy shall cause such Wholly Owned Domestic Subsidiary toexecute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will guarantee payment of the notes on the same terms andconditions as those applicable to the Subsidiary Guarantors under the Indenture and will deliver to the trustee an opinion of counsel that such supplementalindenture has been duly authorized, executed and delivered and constitutes a legally valid and enforceable obligation (subject to customary qualificationsand

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exceptions). Thereafter, such Wholly Owned Domestic Subsidiary will be a Subsidiary Guarantor with respect to the notes until such Wholly OwnedDomestic Subsidiary’s Subsidiary Guarantee with respect to the notes is released in accordance with the Indenture.

Reports

Whether or not required by the SEC’s rules and regulations, so long as any notes are outstanding, Vistra Energy will furnish to the Trustee, within thetime periods (including any extensions thereof) specified in the SEC’s rules and regulations:

(1) all quarterly and annual reports of Vistra Energy that would be required to be filed with the SEC on Forms 10-Q and 10-K if Vistra Energywere required to file such reports; and

(2) all current reports of Vistra Energy that would be required to be filed with the SEC on Form 8-K if Vistra Energy were required to file suchreports.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annualreport on Form 10-K will include a report on Vistra Energy’s consolidated financial statements by Vistra Energy’s independent registered public accountingfirm. In addition, Vistra Energy will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within thetime periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings aremade with the SEC, the reports will be deemed to have been furnished to the Trustee and holders of notes. Vistra Energy agrees that it will not take anyaction for the purpose of causing the SEC not to accept any such filings.

If, notwithstanding the foregoing, the SEC will not accept Vistra Energy’s filings for any reason, Vistra Energy will (i) post the reports referred to inthe preceding paragraph on its website with no password protection within the time periods that would apply if Vistra Energy were required to file thosereports with the SEC, (ii) not later than ten business days after the time Vistra Energy posts its quarterly and annual reports on its website, hold a quarterlyconference call to discuss the information contained in such reports and (iii) no fewer than two business days prior to the date of the conference callrequired to be held in accordance with clause (ii) above, issue a press release to appropriate U.S. wire services announcing the time and date of suchconference call and either including all information necessary to access the call or directing the holders or beneficial owners of, and prospective investors in,the notes and securities analysts and market makers to contact an individual at Vistra Energy (for whom contact information shall be provided in such pressrelease) to obtain the information on how to access such conference call.

In addition, Vistra Energy agrees that, for so long as any notes remain outstanding, at any time it is not required to file the reports required by thepreceding paragraphs with the SEC, it will furnish to the holders and to securities analysts and prospective investors, upon their request, the informationrequired to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Delivery of any reports, information and documents to the Trustee under this section will be for informational purposes only and the Trustee’s receiptthereof shall not constitute notice of any information contained therein or determinable from information contained therein, including compliance by VistraEnergy with any of its covenants under the Indenture or documents related thereto.

Events of Default and Remedies

Each of the following is an “Event of Default” with respect to the notes:

(1) default for 30 days in the payment when due of interest on the notes;

(2) default in payment when due of the principal of, or premium, if any, on the notes;

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(3) failure by Vistra Energy or a Subsidiary Guarantor to comply with any covenant in the Indenture (other than a default specified in clause (1) or(2) above) for 60 days after written notice by the Trustee or holders of at least 25% in principal amount of the notes;

(4) default under any document evidencing any indebtedness for borrowed money by Vistra Energy or any Subsidiary Guarantor, whether suchindebtedness now exists or is created after the Issue Date, if that default:

(a) is caused by a failure to pay principal when due at final (and not any interim) maturity on or prior to the expiration of any grace periodprovided in such indebtedness (a “Payment Default”); or

(b) results in the acceleration of such indebtedness prior to its express maturity (without such acceleration having been rescinded, annulledor otherwise cured),

and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness underwhich there has been a Payment Default or the maturity of which has been so accelerated (without such acceleration having been rescinded,annulled or otherwise cured), aggregates $100.0 million or more; providedthat this clause (4) shall not apply to (i) secured indebtedness thatbecomes due as a result of the voluntary sale or transfer of the property or assets securing such indebtedness and (ii) any indebtedness that isrequired to be converted into Qualifying Equity Interests upon the occurrence of certain designated events so long as no payments in cash orotherwise are required to be made in accordance with such conversion);

(5) except as permitted by the Indenture, any Subsidiary Guarantee of any Subsidiary Guarantor (or any group of Subsidiary Guarantors) thatconstitutes a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or shallcease for any reason (other than in accordance with its terms) to be in full force and effect or any Subsidiary Guarantor (or any group ofSubsidiary Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any Subsidiary Guarantor (or any group ofSubsidiary Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm in writing its or their obligations under its or theirSubsidiary Guarantees; and

(6) (a) a court of competent jurisdiction (i) enters an order or decree under any Bankruptcy Law that is for relief against Vistra Energy, anySubsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a SignificantSubsidiary in an involuntary case; (ii) appoints a custodian for all or substantially all of the property of Vistra Energy, any Subsidiary Guarantorthat is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary; or(iii) orders the liquidation of Vistra Energy, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantorsthat, taken together, would constitute a Significant Subsidiary and, in each of clauses (i), (ii) or (iii), the order, appointment or decree remainsunstayed and in effect for at least 60 consecutive days; or (b) Vistra Energy, any Subsidiary Guarantor that is a Significant Subsidiary or anygroup of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of BankruptcyLaw (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to theappointment of a custodian of it or for all or substantially all of its property; (iv) makes a general assignment for the benefit of its creditors.

In the case of an Event of Default pursuant to clause (6) of the previous paragraph, the notes that are outstanding will become due and payableimmediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principalamount of such notes that are outstanding may declare all the notes to be due and payable immediately.

Subject to certain limitations, holders of a majority in principal amount of the notes that are then outstanding may direct the Trustee in its exercise ofany trust or power. The Trustee may withhold from holders of the notes notice of any continuing Default or Event of Default if it determines thatwithholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest.

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In case an Event of Default occurs and is continuing under the Indenture, the Trustee will be under no obligation to exercise any of the rights orpowers under the Indenture at the request or direction of any holders of the notes unless such holders have offered to the Trustee indemnity or securitysatisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interestwhen due, no holder of a note may pursue any remedy with respect to the Indenture unless:

(1) such holder has previously given the trustee notice that an Event of Default is continuing;

(2) holders of at least 25% in aggregate principal amount of the notes that are then outstanding have requested the Trustee to pursue the remedy;

(3) such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) holders of a majority in aggregate principal amount of the notes that are then outstanding have not given the Trustee a direction inconsistentwith such request within such 60-day period.

The holders of a majority in aggregate principal amount of the notes then outstanding by notice to the Trustee may, on behalf of the holders of thenotes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default orEvent of Default in the payment of interest on, or the principal of, such notes.

Vistra Energy is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of anyDefault or Event of Default, Vistra Energy is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of Vistra Energy or any Subsidiary Guarantor, as such, will have any liability for anyobligations of Vistra Energy or the Subsidiary Guarantors under the notes, the Indenture or the Subsidiary Guarantees, or for any claim based on, in respectof, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and releaseare part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

Vistra Energy may, at its option and at any time, elect to have all of its obligations discharged with respect to the notes that are outstanding and allobligations of the Subsidiary Guarantors of such notes discharged with respect to their Subsidiary Guarantees (“Legal Defeasance”) except for:

(1) the rights of holders of the notes that are then outstanding to receive payments in respect of the principal of, or interest or premium on suchnotes when such payments are due from the trust referred to below;

(2) Vistra Energy’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost orstolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee for the notes, and Vistra Energy’s and the Subsidiary Guarantors’ obligations inconnection therewith; and

(4) the Legal Defeasance provisions of the indenture governing such notes.

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In addition, Vistra Energy may, at its option and at any time, elect to have the obligations of Vistra Energy and the Subsidiary Guarantors releasedwith respect to certain covenants (including Vistra Energy’s obligation to make Change of Control Offers) that are described in the Indenture (“CovenantDefeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In theevent Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) describedunder “— Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) Vistra Energy must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callableGovernment Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in theopinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants to pay the principal of, or interestand premium on such notes that are then outstanding on the Stated Maturity or on the applicable redemption date, as the case may be, andVistra Energy must specify whether such notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, Vistra Energy has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trusteeconfirming that (a) Vistra Energy has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the IssueDate, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion ofcounsel will confirm that, the holders of the notes that are then outstanding will not recognize income, gain or loss for federal income taxpurposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at thesame times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, Vistra Energy has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trusteeconfirming that the holders of the notes that are then outstanding will not recognize income, gain or loss for federal income tax purposes as aresult of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times aswould have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default with respect to the notes has occurred and is continuing on the date of such deposit (other than a Default orEvent of Default resulting from the borrowing of funds to be applied to such deposit);

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement

or instrument (other than the indenture) to which Vistra Energy or any of its Subsidiaries is a party or by which Vistra Energy or any of itsSubsidiaries is bound;

(6) Vistra Energy must deliver to the trustee an Officer’s Certificate stating that the deposit was not made by Vistra Energy with the intent of

preferring the holders of the notes over the other creditors of Vistra Energy with the intent of defeating, hindering, delaying or defraudingcreditors of Vistra Energy or others; and

(7) Vistra Energy must deliver to the Trustee an Officer’s Certificate and an opinion of counsel, each stating that all conditions precedent relatingto the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture, the notes and the Subsidiary Guarantees may be amended or supplementedwith the consent of the holders of a majority in principal amount of notes then outstanding (including, without limitation, consents obtained in connectionwith a purchase of, or

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tender offer or exchange offer for, the notes), and any existing default or compliance with any provision of the Indenture, the notes or the SubsidiaryGuarantees may be waived with the consent of the holders of a majority in principal amount of the notes that are then outstanding (including, withoutlimitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the notes).

Without the consent of each holder of notes affected, an amendment or waiver may not (with respect to any such notes held by a non-consentingholder):

(1) reduce the principal amount of such notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any such note or alter the provisions with respect to the redemption of such notes (other

than provisions relating to the covenant described above under the caption “— Change of Control” and provisions relating to the number ofdays of notice to be given in the event of a redemption);

(3) reduce the rate of or change the time for payment of interest on any such note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium on such notes (except a rescission of acceleration of

such notes by the holders of a majority in aggregate principal amount of such notes and a waiver of the payment default that resulted from suchacceleration);

(5) make any such note payable in currency other than that stated in such notes;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of such notes to receivepayments of principal of, or interest or premium on such notes;

(7) waive a redemption payment with respect to any such note (other than a payment required by the covenant described above under the caption“— Change of Control”); or

(8) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any holder of notes, Vistra Energy, the Subsidiary Guarantors and the trustee may amend orsupplement the Indenture, the notes and the Subsidiary Guarantees:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated notes in addition to or in place of certificated notes;

(3) to provide for the assumption of Vistra Energy’s or a Subsidiary Guarantor’s obligations to holders of notes in the case of a merger orconsolidation or sale of all or substantially all of Vistra Energy’s or such Subsidiary Guarantor’s assets;

(4) to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rightsunder any indenture of any such holder;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of any indenture under the Trust Indenture Act;

(6) to conform the text of the Indenture or the notes to any provision of this “Description of Notes” to the extent that such provision in this

“Description of Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of the Indenture, the notes or theSubsidiary Guarantees;

(7) to evidence and provide for the acceptance and appointment under the Indenture of a successor trustee pursuant to the requirements thereof;

(8) to provide for the issuance of additional notes in accordance with the limitations set forth in the Indenture; or

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(9) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the notes.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1) either:

(a) all such notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose

payment money has been deposited in trust and thereafter repaid to Vistra Energy, have been delivered to the trustee for such notes forcancellation; or

(b) all such notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of anotice of redemption or otherwise or will become due and payable within one year and Vistra Energy or any Subsidiary Guarantor hasirrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders of notes, cashin U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities,in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness onthe notes not delivered to the trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default under the Indenture has occurred and is continuing on the date of the deposit (other than a Default or Event ofDefault resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, orconstitute a default under, any other instrument to which Vistra Energy or any Subsidiary Guarantor is a party or by which Vistra Energy or anySubsidiary Guarantor is bound;

(3) Vistra Energy or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

(4) Vistra Energy has delivered irrevocable written instructions to the trustee under the Indenture to apply the deposited money toward the paymentof the notes at maturity or the redemption date, as the case may be.

In addition, Vistra Energy must deliver an Officer’s Certificate and an opinion of counsel to the Trustee stating that all conditions precedent tosatisfaction and discharge have been satisfied.

Concerning the Trustee

If the Trustee becomes a creditor of Vistra Energy or any Subsidiary Guarantor, the Indenture limits its right to obtain payment of claims in certaincases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in othertransactions; however,if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue (ifthe Indenture has been qualified under the Trust Indenture Act) or resign.

The holders of a majority in principal amount of the notes that are outstanding will have the right to direct the time, method and place of conductingany proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The Indenture provides that in case an Event of Defaultoccurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his ownaffairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of anyholder of notes, unless such holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

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Definitions

“ Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect commoncontrol with such specified Person. For purposes of this definition, “control”, as used with respect to any Person, means the possession, directly orindirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, byagreement or otherwise; providedthat Beneficial Ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes ofthis definition, the terms “controlling”, “controlled by” and “under common control with” have correlative meanings.

“ ApplicableLaw” means, as to any Person, any ordinance, law, treaty, rule or regulation or any determination, ruling or other directive by and froman arbitrator or a court or other Governmental Authority, in each case, applicable to or binding on such Person or any of its property or assets or to whichsuch Person or any of its property is subject.

“ ApplicablePremium” means, with respect to any note on any redemption date, the greater of:

(1) 1.0% of the principal amount of such note; or

(2) the excess of:

(a) the present value at such redemption date of (i) the redemption price of such note at July 30, 2020 (such redemption price being set forthin the table appearing above under the caption “— Optional Redemption”) plus(ii) all required interest payments due on the notethrough July 30, 2020 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to theTreasury Rate as of such redemption date plus 50 basis points; over

(b) the principal amount of the note.

“ AssetSale” means “Asset Sale” as defined in the Credit Agreement as in effect on the Issue Date.

“ AttributableDebt” means, in respect of a sale and leaseback transaction, at the time of determination, the present value of the obligation of thelessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which suchlease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate ofinterest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in aCapital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital LeaseObligation”.

“ AuthorizedOfficer” means, with respect to (i) delivering an Officer’s Certificates pursuant to the indenture, the chief executive officer, thepresident, the chief financial officer, the treasurer, the assistant treasurer, the principal accounting officer or any other person of Vistra Energy havingsubstantially the same responsibilities as the aforementioned officers, and (ii) any other matter in connection with the indenture, the chief executive officer,chief financial officer, treasurer, the assistant treasurer, general counsel or a responsible financial or accounting officer of Vistra Energy.

“ BankruptcyLaw” means Title 11 of the United States Code, 11 U.S.C. §§ 101, et seq., as amended from time to time, or any similar federal or stateor other law for the relief of debtors.

“ BeneficialOwner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms “Beneficially Owns”and “Beneficially Owned” have a corresponding meaning.

“ BoardofDirectors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

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(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“ CapitalLeaseObligations” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would atthat time be required to be capitalized on a balance sheet in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment ofrent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“ CapitalStock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) ofcorporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of,

the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securitiesinclude any right of participation with Capital Stock.

“ CashEquivalents” means “Cash Equivalents” as defined in the Credit Agreement as in effect on the Issue Date.

“ ChangeofControl” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of relatedtransactions, of all or substantially all of the properties or assets of Vistra Energy and its Subsidiaries, taken as a whole, to any “person” (as thatterm is used in Section 13(d) of the Exchange Act, but excluding any employee benefit plan of Vistra Energy or any of its Subsidiaries, anyperson or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan and one or more Permitted Holders);

(2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (asdefined above), other than one or more Permitted Holders or a corporation owned directly or indirectly by the stockholders of Vistra Energy insubstantially the same proportion as their ownership of stock of Vistra Energy prior to such transaction, becomes the Beneficial Owner, directlyor indirectly, of more than 50% of the Voting Stock of Vistra Energy, measured by voting power rather than number of shares; or

(3) the first day on which a majority of the members of the Board of Directors of Vistra Energy are not Continuing Directors.

“ Collateral” means “Collateral” as defined in the Credit Agreement as in effect on the Issue Date.

“ CollateralLien” means “Lien” as defined in the Credit Agreement as in effect on the Issue Date.

“ CollateralTrustee” means “Collateral Trustee” as defined in the Credit Agreement as in effect on the Issue Date.

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“ CommodityHedgingAgreements” means any agreement (including each confirmation entered into pursuant to any master agreement) providing forswaps, caps, collars, puts, calls, floors, futures, options, spots, forwards, power purchase or sale agreements, fuel purchase or sale agreements, tollingagreements, emissions credit purchase or sales agreements, power transmission agreements, fuel transportation agreements, fuel storage agreements, nettingagreements, commercial or trading agreements, weather derivatives agreements, each with respect to, or involving the purchase, transmission, distribution,sale, lease or hedge of, any energy, generation capacity or fuel, or any other energy or weather related commodity, service or risk, price or price indices forany such commodities, services or risks or any other similar derivative agreements, any renewable energy credits, carbon emission credits and any other“cap and trade” related credits, assets or attributes with an economic value and any other similar agreements, entered into by Vistra Energy or anyRestricted Subsidiary, in each case under this definition, (i) in the ordinary course of business, or (ii) otherwise consistent with Prudent Industry Practice inorder to manage fluctuations in the price or availability to Vistra Energy or any Restricted Subsidiary of any commodity and/or manage the risk of adverseor unexpected weather conditions.

“ ConsolidatedAdjustedEBITDA” means, for any period, Consolidated Net Income of Vistra Energy for such period, adjusted by: (A) adding thereto(in each case to the extent deducted in determining Consolidated Net Income of Vistra Energy for such period (other than with respect to clause (vii))),without duplication, the amount of:

(i) total interest expense (inclusive of amortization of premiums, deferred financing fees and other original issue discount and banking fees,charges and commissions (e.g., letter of credit fees and commitment fees, non-cash interest payments, the interest component of Capital LeaseObligations, net payments, if any, pursuant to interest rate protection agreements with respect to Indebtedness, the interest component of any pensionor other post-employment benefit expense)) of Vistra Energy and its Restricted Subsidiaries determined on a consolidated basis for such period;

(ii) provision for taxes based on income, profits or capital and foreign withholding taxes and franchise, state single business unitary and similartaxes for Vistra Energy and its Restricted Subsidiaries determined on a consolidated basis for such period;

(iii) all depreciation and amortization expense of Vistra Energy and its Restricted Subsidiaries determined on a consolidated basis for suchperiod, including but not limited to amortization or impairment of intangibles (including, but not limited to goodwill), non-cash write offs of debtdiscounts and debt issuances, non-cash costs and commissions, non-cash discounts and other non-cash fees and charges with respect to Indebtedness,Interest Rate/Currency Hedging Agreements and Commodity Hedging Agreements;

(iv) other unusual or non-recurring cash charges, or expenses of Vistra Energy and its Restricted Subsidiaries during such period including,without limitation, costs of and payments of legal settlements, fines, judgments or orders;

(v) the amount of all other non-cash charges, losses or expenses (including non-cash employee and officer equity compensation expense(including stock options), or asset write-offs, write-ups or write-downs) of Vistra Energy and its Restricted Subsidiaries determined on a consolidatedbasis for such period (but excluding any additions to bad debt reserves or bad debt expense and any non-cash charge to the extent it representsamortization of a prepaid cash item that was paid in a prior period);

(vi) cash restructuring charges or reserves, including any restructuring costs and integration costs incurred in connection with the acquisitionspermitted under the indenture (including the acquisition of the GSENA Thermal Assets) or Significant Asset Sales or other Specified Transactionsafter the Credit Agreement Closing Date, costs related to the closure and/or consolidation of facilities, retention charges, contract termination costs,recruiting, relocation, severance and signing bonuses and expenses, transaction fees and expenses (including professional and underwriting fees), andconsulting fees and any one-time expense relating to enhanced accounting function, costs incurred in connection with any non-recurring strategicinitiatives, costs incurred in connection with acquisitions and non-recurring intellectual property development after the Credit Agreement ClosingDate, other business optimization expenses (including

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costs and expenses relating to business optimization programs and new systems design and implementation costs), project start-up costs or any othercosts incurred in connection with any of the foregoing;

(vii) the amount of cost savings, operating expense reductions, other operating improvements and synergies projected by Vistra Energy in goodfaith to be realized in connection with any Specified Transaction (including the acquisition of the GSENA Thermal Assets) or the implementation ofan operational initiative (including the termination, abandonment or discontinuance of operations and product lines) after the Credit AgreementClosing Date (calculated on a pro forma basis (in accordance with the definition of “Senior Secured Leverage Ratio”) as though such cost savings,operating expense reductions, other operating improvements and synergies had been realized on the first day of such period and as if such costsavings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), net of theamount of actual benefits realized during such period from such actions; providedthat (A) a duly completed certificate signed by an AuthorizedOfficer of Vistra Energy shall be delivered to the trustee certifying that (x) such cost savings, operating expense reductions, other operatingimprovements and synergies are reasonably identifiable, reasonably anticipated to be realizable and factually supportable in the good faith judgmentof Vistra Energy, and (y) such actions are to be taken within 18 months after the consummation of the Specified Transaction (including theacquisition of the GSENA Thermal Assets) or the implementation of an operational initiative, which is expected to result in such cost savings,expense reductions, other operating improvements or synergies, (B) projected amounts (and not yet realized) may no longer be added in calculatingConsolidated Adjusted EBITDA pursuant to this clause (vii) to the extent occurring more than six fiscal quarters after the specified action taken inorder to realize such projected cost savings, operating expense reduction, other operating improvements and synergies and (C) no cost savings,operating expense reductions and synergies shall be added pursuant to this clause (vii) to the extent duplicative of any expenses or charges otherwiseadded to Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, for such period;

(viii) other accruals, up-front fees, transaction costs, commissions, expenses, premiums or charges related to any equity offering, permittedinvestment, acquisition, disposition, recapitalization or incurrence, repayment, amendment or modification of Indebtedness permitted by the indenture(whether or not successful, and including costs and expenses of the trustee that are reimbursed) and up-front or financing fees, transaction costs,commissions, expenses, premiums or charges related to any non-recurring merger or business acquisition transaction costs incurred during suchperiod (in each case whether or not successful);

(ix) expenses to the extent covered by contractual indemnification, insurance or refunding provisions in favor of Vistra Energy or any of itsRestricted Subsidiaries and actually paid by such third parties, or, so long as Vistra Energy has made a determination that a reasonable basis exists forpayment and only to the extent that such amount is in fact paid within 365 days of such determination (with a deduction in the applicable futureperiod for any amount so added back to the extent not so paid within such 365 days);

(x) to the extent covered by business interruption insurance and actually reimbursed or otherwise paid, expenses or losses relating to businessinterruption or any expenses or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment,acquisition, or any sale, conveyance, transfer or other disposition of assets, in each case, permitted under the indenture, so long as Vistra Energy hasmade a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in factindemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back tothe extent not so indemnified or reimbursed within such 365 days);

(xi) effects of adjustments in the consolidated financial statements of Vistra Energy pursuant to GAAP (including, without limitation, in theinventory, property and equipment, goodwill, software, intangible assets, in-process research and development, deferred revenue and debt line itemsthereof) resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any acquisitionpermitted under the indenture (including the acquisition of the GSENA Thermal Assets) or the amortization or write-off of any amounts thereof; and

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(xii) adjustments on upfront premiums received or paid by Vistra Energy and its Restricted Subsidiaries for financial options in periods otherthan the strike periods;

and (B) subtracting therefrom (to the extent not otherwise deducted in determining Consolidated Net Income of Vistra Energy for such period and withoutduplication) the amount of (i) all cash payments or cash charges made (or incurred) by Vistra Energy or any of its Restricted Subsidiaries for such period onaccount of any non-cash charges added back to Consolidated Adjusted EBITDA in a previous period, (ii) income and gain items corresponding to thosereferred to in clauses (A)(iv) and (A)(v) above (other than the accrual of revenue in the ordinary course), (iii) gains related to pensions and other post-employment benefits and (iv) federal, state, local and foreign income tax credits;

providedthat:

(A) to the extent included in Consolidated Net Income of Vistra Energy, there shall be excluded in determining Consolidated Adjusted EBITDA(x) currency translation gains and losses related to currency re-measurements of Indebtedness and (y) gains or losses on Interest Rate/CurrencyHedging Agreements and Commodity Hedging Agreements;

(B) to the extent included in Consolidated Net Income of Vistra Energy, there shall be excluded in determining Consolidated Adjusted EBITDAfor any period any adjustments resulting from the application of Statement of Financial Accounting Standards No. 133 and International AccountingStandard No. 39 and their respective related pronouncements and interpretations; and

(C) without duplication of amounts already deducted or excluded in determining the Consolidated Adjusted EBITDA (or the componentdefined terms), the Consolidated Adjusted EBITDA attributable to Excluded Project Subsidiaries shall be excluded from the definition ofConsolidated Adjusted EBITDA for all purposes of the indenture, except to the extent (and solely to the extent) actually distributed or repatriated incash by any such Excluded Project Subsidiary to Vistra Energy or any Subsidiary Guarantor.

“ ConsolidatedNetIncome” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and itsRestricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; providedthat:

(1) the Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included

only to the extent of the amount of dividends or similar distributions (including pursuant to other intercompany payments but excludingConcurrent Cash Distributions) paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2) the Net Income of any Restricted Subsidiary that is not a Subsidiary Guarantor will be excluded to the extent that the declaration or payment ofdividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without anyprior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement,instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(3) the cumulative effect of a change in accounting principles will be excluded;

(4) any net after-tax non-recurring or unusual gains, losses (less all fees and expenses relating thereto) or other charges or revenue or expenses(including, without limitation, relating to severance, relocation and one-time compensation charges) shall be excluded;

(5) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rightsto officers, directors or employees shall be excluded, whether under FASB 123R or otherwise;

(6) any net after-tax income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed ordiscontinued operations shall be excluded;

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(7) any gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions shall be excluded; and

(8) any impairment charge or asset write-off pursuant to Financial Accounting Statement No. 142 and No. 144 or any successor pronouncementshall be excluded.

In addition, to the extent not already included in Consolidated Net Income of Vistra Energy and its Restricted Subsidiaries, Consolidated Net Incomeshall include (x) the amount of proceeds received from business interruption insurance in respect of expenses, charges or losses with respect to businessinterruption, (y) reimbursements of any expenses or charges that are actually received and covered by indemnification or other reimbursement provisions, ineach case to the extent such expenses, charges or losses were deducted in the calculation of Consolidated Net Income and (z) the purchase accountingeffects of adjustments (including the effects of such adjustments pushed down to Vistra Energy and its Restricted Subsidiaries) in component amountsrequired or permitted by GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research anddevelopment, deferred revenue and debt line items thereof) and related authoritative pronouncements (including the effects of such adjustments pusheddown to Vistra Energy and its Restricted Subsidiaries), as a result of any acquisition or other similar investment permitted under the indenture, or theamortization or write-off of any amounts thereof.

“ ConsolidatedSeniorSecuredNetDebt” means, as of any date of determination, (a) the aggregate amount of Indebtedness of Vistra Energy and itsRestricted Subsidiaries, consisting only of Indebtedness for borrowed money, obligations in respect of Capital Lease Obligations, Attributable Debt anddebt obligations evidenced by promissory notes or similar instruments, that is secured by a Collateral Lien on any asset or property of Vistra Energy or anyRestricted Subsidiary outstanding on such date, determined on a consolidated basis in accordance with GAAP minus(b) the aggregate amount ofUnrestricted cash and Cash Equivalents, together with the aggregate amount of Restricted cash and Cash Equivalents which secures the obligations underthe Credit Documents, in an aggregate amount not to exceed $150,000,000; providedthat Consolidated Senior Secured Net Debt shall not includeIndebtedness (i) in respect of (x) any cash collateralized letter of credit, or (y) any other letter of credit, except to the extent of unreimbursed amounts drawnthereunder, (ii) of Unrestricted Subsidiaries, (iii) of Excluded Subsidiaries (but, for the avoidance of doubt, not secured guarantees of such Indebtedness bythe Issuer or the Subsidiary Guarantors), (iv) of any Person other than Vistra Energy and its Restricted Subsidiaries and (v) in respect of HedgingObligations.

“ ContinuingDirector” means, as of any date of determination, any member of the Board of Directors of Vistra Energy who:

(1) was a member of such Board of Directors on the Issue Date; or

(2) was nominated for election or elected to such Board of Directors with the approval of (x) one or more Permitted Holders or (y) a majority ofthe Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“ CreditAgreement” means the Credit Agreement, dated as April 23, 2013 among Dynegy, various lenders party thereto and Credit Suisse AG,Cayman Islands Branch, as administrative agent, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time totime.

“ CreditAgreementClosingDate” means April 23, 2013.

“ CreditDocuments” means “Credit Documents” as defined in the Credit Agreement as in effect on the Issue Date.

“ Default” means any event, act or condition which with notice or lapse of time, or both, would (without cure or waiver hereunder) constitute anEvent of Default.

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“ DisqualifiedStock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it isexchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable,pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the datethat is 91 days after the date on which the notes mature.

“ DomesticSubsidiary” means any Subsidiary of Vistra Energy that was incorporated or organized in the United States or any state thereof or theDistrict of Columbia.

“ EnvironmentalCapExDebt” means Indebtedness of Vistra Energy or its Subsidiaries incurred for the purpose of financing Environmental CapitalExpenditures.

“ EnvironmentalCapitalExpenditures” means capital expenditures deemed necessary by Vistra Energy or its Subsidiaries to comply withEnvironmental Laws.

“ EnvironmentalLaw” means any applicable Federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common lawnow or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including without limitation anybinding judicial or administrative order, consent decree or judgment, relating to the environment, human health or safety (as such relates to exposure toHazardous Materials) or Hazardous Materials.

“ EquityInterests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that isconvertible into, or exchangeable for, Capital Stock).

“ EquityOffering” means any public or private sale of (1) Capital Stock of Vistra Energy (other than Disqualified Stock and other than to aSubsidiary of Vistra Energy) or (2) Capital Stock of a direct or indirect parent entity of Vistra Energy (other than to Vistra Energy or a Subsidiary of VistraEnergy) to the extent that the net cash proceeds therefrom are contributed to the common equity capital of Vistra Energy.

“ ExchangeNotes” means the exchange notes to be issued pursuant to the Registration Rights Agreement.

“ ExcludedProjectSubsidiary” means “Excluded Project Subsidiary” as defined in the Credit Agreement as in effect on the Issue Date.

“ ExcludedSubsidiary” means “Excluded Subsidiary” as defined in the Credit Agreement as in effect on the Issue Date.

“ FairMarketValue” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress ornecessity of either party, determined in good faith by an Authorized Officer of Vistra Energy.

“ ForeignSubsidiary” of any Person means any Subsidiary of such Person that is not a Domestic Subsidiary.

“ GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of theAmerican Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such otherstatements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time; provided, however, that if any operating lease would be recharacterized as a capital lease due to changes in the accounting treatment of such operating leases underGAAP since the Issue Date, then solely with respect to the accounting treatment of any such lease, GAAP shall be interpreted as it was in effect on the IssueDate.

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“ GovernmentSecurities” means direct obligations of, or obligations guaranteed by, the United States of America (including any agency orinstrumentality thereof) for the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged and which arenot callable or redeemable at the issuer’s option.

“ GovernmentalAuthority” means any nation or government, or any state, province, territory or other political subdivision thereof, whether state orlocal, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing,regulatory or administrative powers or functions of or pertaining to government, or any governmental or non-governmental authority regulating thegeneration and/or transmission of energy, including Electric Reliability Council of Texas.

“ GSENAThermalAssets” refers to the carved out assets of GDF SUEZ Energy North America, Inc. acquired by Dynegy on February 7, 2017.

“ HazardousMaterials” means (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde foam insulation,transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls and radon gas; (b) any chemicals,materials or substances defined as or included in the definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardouswaste”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, or “pollutants” or words of similar import, under anyapplicable Environmental Law; and (c) any other chemical, material or substance, which is prohibited, limited or regulated by any Environmental Law.

“ HedgingObligations” means, with respect to any specified Person, the obligations of such Person under:

(a) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currencyexchange, interest rate or commodity collar agreements; or

(b) (i) agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates, commodity prices orcommodity transportation or transmission pricing or availability; (ii) any netting arrangements, power purchase and sale agreements, fuelpurchase and sale agreements, swaps, options and other agreements, in each case, that fluctuate in value with fluctuations in energy, power orgas prices; and (iii) agreements or arrangements for commercial or trading activities with respect to the purchase, transmission, distribution,sale, lease or hedge of any energy related commodity or service.

“ Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables,except as provided in clause (e) below), whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(c) in respect of banker’s acceptances;

(d) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;

(e) representing the balance deferred and unpaid of the purchase price of any property (including trade payables) or services due more than sixmonths after such property is acquired or such services are completed; or

(f) representing the net amount owing under any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon abalance sheet of the specified Person prepared in accordance with

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GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not suchIndebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of anyother Person; provided, that the amount of such Indebtedness shall be deemed not to exceed the lesser of the amount secured by such Lien and the value ofthe Person’s property securing such Lien.

“ InterestRate/CurrencyHedgingAgreement” means (a) any interest rate swap agreements (whether from fixed to floating or from floating to fixed),interest rate cap agreements and interest rate collar agreements, (b) other agreements or arrangements designed to manage interest rates or interest rate riskand (c) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates, in each case under clauses (a), (b)and (c), entered into by such Person in the ordinary course of business and not for speculative purposes.

“ Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of loans(including guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers andemployees), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or wouldbe classified as investments on a balance sheet prepared in accordance with GAAP. The amount of an Investment will be determined at the time theInvestment is made and without giving effect to subsequent changes in value.

Notwithstanding anything to the contrary herein, in the case of any Investment made by Vistra Energy or a Restricted Subsidiary of Vistra Energy in aPerson substantially concurrently with a cash distribution by such Person to Vistra Energy or a Subsidiary Guarantor (a “Concurrent Cash Distribution”),then the amount of such Investment shall be deemed to be the Fair Market Value of the Investment, less the amount of the Concurrent Cash Distribution.

“ IssueDate” means August 21, 2017.

“ NecessaryCapitalExpenditures” means capital expenditures that are required by Applicable Law (other than Environmental Laws) or undertakenfor health and safety reasons or to prevent catastrophic failure of a unit. The term “Necessary Capital Expenditures” does not include any capitalexpenditure undertaken primarily to increase the efficiency of, expand or re-power any power generation facility.

“ NetIncome” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and beforeany reduction in respect of preferred stock dividends or accretion, excluding, however:

(a) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (i) any Asset Sale (without

giving effect to the threshold provided for in the definition thereof); or (ii) the disposition of any securities by such Person or any of itsRestricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

(b) any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.

“ Officer’sCertificate” means a certificate signed on behalf of Vistra Energy by an Authorized Officer of Vistra Energy that meets the requirementsset forth in the indenture.

“ PermittedHolders” means Franklin Advisers, Inc. and one or more of its Affiliates.

“ PermittedLiens” means:

(1) liens securing Indebtedness in an aggregate principal amount not to exceed the greatest of (a) $5.0 billion, (b) 30.0% of Total Assets(determined at the time of incurrence of such Indebtedness and without giving effect to subsequent changes) and (c) such amount as would not causethe Senior Secured Leverage Ratio on the date of incurrence of such Indebtedness to exceed 4.25 to 1.0;

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(2) liens in favor of Vistra Energy or any of the Subsidiary Guarantors;

(3) liens created for the benefit of (or to secure) the notes (or the Subsidiary Guarantees);

(4) liens on property (including Capital Stock) existing at the time of acquisition of the property by Vistra Energy or any Subsidiary of VistraEnergy; providedthat such liens were in existence (or were required to extend to such assets, including by way of an after-acquired propertyprovision) prior to, and not incurred in contemplation of, or to finance, such acquisition;

(5) liens to secure Indebtedness or other obligations incurred to finance Necessary Capital Expenditures that encumber only the assetspurchased, installed or otherwise acquired with the proceeds of such Indebtedness; and

(6) liens to secure Environmental CapEx Debt that encumber only the assets purchased, installed or otherwise acquired with the proceeds ofsuch Environmental CapEx Debt.

“ Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limitedliability company or government or other entity.

“ PrincipalProperty” means any building, structure or other facility (together with the land on which it is erected and fixtures comprising a partthereof) used primarily for manufacturing, processing, research, warehousing or distribution owned by Vistra Energy or any of its Subsidiaries, in each caselocated within the United States, that has a book value on the date of which the determination is being made, without deduction of any depreciation reserves,exceeding 2% of Total Assets, other than any such facility that Vistra Energy reasonably determines is not material to the business of Vistra Energy and itsSubsidiaries taken as a whole.

“ PrudentIndustryPractice” means those practices and methods as are commonly used or adopted by Persons in the independent power generationindustry in the United States in connection with the conduct of the business of such industry, in each case as such practices or methods may evolve fromtime to time, consistent in all material respects with all applicable legal requirements.

“ QualifyingEquityInterests” means Equity Interests of Vistra Energy other than Disqualified Stock.

“ Restricted” means “Restricted” as defined in the Credit Agreement as in effect on the Issue Date.

“ RestrictedSubsidiary” means “Restricted Subsidiary” as defined in the Credit Agreement as in effect on the Issue Date.

“ SeniorSecuredLeverageRatio” means, on any date of determination, the ratio of (a) Consolidated Senior Secured Net Debt on such date to(b) Consolidated Adjusted EBITDA for the Test Period most recently ended on or prior to such date; providedthat (i) any Person that is a RestrictedSubsidiary on such date of determination will be deemed to have been a Restricted Subsidiary at all times during such four-quarter reference period and(ii) any Person that is not a Restricted Subsidiary on such date of determination will be deemed not to have been a Restricted Subsidiary at any time duringsuch four-quarter reference period.

For purposes of calculating the Senior Secured Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness inconnection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously withthe event for which the calculation of such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and anyincrease or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) hadoccurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became aRestricted Subsidiary or was merged, amalgamated or consolidated with or into Vistra Energy or any of its Restricted Subsidiaries since the beginning ofsuch Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this definition, then the Senior SecuredLeverage Ratio shall be calculated to give pro forma effect thereto in accordance with this definition.

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In the event that Vistra Energy or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption,repayment, retirement or extinguishment) any Indebtedness included in the calculation of the Senior Secured Leverage Ratio (other than Indebtednessincurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (x) during the applicable Test Periodor (y) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of such ratio is made, thenthe Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as ifthe same had occurred on the last day of the applicable Test Period.

Whenever pro forma effect is to be given to a Specified Transaction or implementation of an operating initiative, the pro forma calculations shall bemade in good faith by a responsible financial or accounting officer of Vistra Energy and include, for the avoidance of doubt, the amount of cost savings,operating expense reductions, other operating improvements and synergies are reasonably identifiable, factually supportable and projected by Vistra Energyin good faith to be reasonably anticipated to be realizable within 18 months after the closing date of such Specified Transaction or implementation of anoperating initiative ( provided, that to the extent any such operational changes are not associated with a transaction, such changes shall be limited to thosefor which all steps have been taken for realizing such savings and are factually supportable, reasonably identifiable and supported by an Officer’s Certificatedelivered to the trustee) (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements andsynergies had been realized on the first day of such period as if such cost savings, operating expense reductions, other operating improvements andsynergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during suchperiod from such actions; providedthat any increase in Consolidated Adjusted EBITDA as a result of cost savings, operating expense reductions, otheroperating improvements and synergies shall be subject to the limitations set forth in the definition of Consolidated Adjusted EBITDA.

“ SignificantAssetSale” means “Significant Asset Sale” as defined in the Credit Agreement on the Issue Date.

“ SignificantSubsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X,promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

“ SpecifiedTransaction” means any incurrence or repayment of Indebtedness (other than for working capital purposes) or any Investment that resultsin a Person becoming a Subsidiary of Vistra Energy, any acquisition permitted under the indenture, any Significant Asset Sale or other asset sale that resultsin a Restricted Subsidiary ceasing to be a Subsidiary of Vistra Energy, any Investment constituting an acquisition of assets constituting a business unit, lineof business or division of another Person, or any asset sale of a business unit, line of business or division of Vistra Energy or a Restricted Subsidiary, ineach case whether by merger, consolidation, amalgamation or otherwise.

“ StatedMaturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment ofinterest or principal is scheduled to be paid in the documentation governing such Indebtedness, and will not include any contingent obligations to repay,redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“ Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled(without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectivelytransfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at thetime owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combinationthereof); and

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(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) theonly general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“ SubsidiaryGuarantee” means the guarantee by each Subsidiary Guarantor of Vistra Energy’s obligations under the indenture and the notes,executed pursuant to the provisions of the indenture.

“ SubsidiaryGuarantor” means any of Vistra Energy’s current and future Wholly Owned Domestic Subsidiaries that guarantees the notes pursuant tothe provisions of the indenture, in each case, until the Subsidiary Guarantee of such Person has been released in accordance with the provisions of theindenture.

“ TestPeriod” means “Test Period” as defined in the Credit Agreement as in effect on the Issue Date.

“ TotalAssets” means, as of any date of determination, the total consolidated assets of Vistra Energy and its Subsidiaries, determined in accordancewith GAAP, as shown on the most recent publicly available balance sheet of Vistra Energy, and after giving pro forma effect to any acquisition or disposalof any property or assets consummated after the date of the applicable balance sheet and on or prior to the date of determination.

“ TreasuryRate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with aconstant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at leasttwo business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data))most nearly equal to the period from the redemption date to July 30, 2020; provided,however,that if the period from the redemption date to July 30, 2020 isless than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“ Unrestricted” means “Unrestricted” as defined in the Credit Agreement as in effect on the Issue Date.

“ UnrestrictedSubsidiary” means “Unrestricted Subsidiary” as defined in the Credit Agreement as in effect on the Issue Date.

“ VotingStock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board ofDirectors of such Person.

“ WhollyOwnedDomesticSubsidiary” means, as to any Person, any Wholly Owned Subsidiary of such Person which is a Domestic Subsidiary.

“ WhollyOwnedSubsidiary” means, as to any Person, (i) any corporation 100% of whose Capital Stock is at the time owned by such Person and/orone or more Wholly Owned Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity inwhich such Person and/or one or more Wholly Owned Subsidiaries of such Person has a 100% equity interest at such time (other than, in the case of aForeign Subsidiary of Vistra Energy with respect to the preceding clauses (i) and (ii), director’s qualifying shares and/or other nominal amount of sharesrequired to be held by Persons other than Vistra Energy and its Subsidiaries under applicable law).

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following summarizes certain material United States federal income tax consequences relating to (i) the exchange of Old Notes for New Notespursuant to the exchange offers and (ii) ownership and disposition of the New Notes by U.S. Holders and Non-U.S. Holders (each as defined below). Thissummary deals only with beneficial owners of Old Notes that acquired the Old Notes in the original issuance at their issue price (as determined for UnitedStates federal income tax purposes).

This discussion is based on:

• the Internal Revenue Code of 1986, as amended (the “Code”);

• current, temporary and proposed Treasury regulations promulgated under the Code;

• the legislative history of the Code;

• current administrative interpretations and practices of the Internal Revenue Service (the “IRS”); and

• court decisions;

all as of the date of this prospectus. In addition, the administrative interpretations and practices of the IRS include its practices and policies asexpressed in private letter rulings that are not binding on the IRS, except with respect to the particular taxpayers who requested and received those rulings.Future legislation, Treasury regulations, administrative interpretations and practices and/or court decisions may adversely affect the tax considerationscontained in this discussion. Any change could apply retroactively to transactions preceding the date of the change. The tax considerations contained in thisdiscussion may be challenged by the IRS, and we have not requested, and do not plan to request, any rulings from the IRS concerning the Notes.

The tax treatment of a holder of the Notes may vary depending upon a holder’s particular situation, including alternative minimum tax consequences.Certain holders (including, but not limited to, certain financial institutions, insurance companies, broker-dealers, persons who mark-to-market the Notes,tax-exempt organizations, regulated investment companies, real estate investment trusts, U.S. Holders whose functional currency for tax purposes is not theU.S. dollar, expatriates and persons holding Notes as part of a “straddle,” “hedge” or “conversion transaction”) may be subject to special rules not discussedbelow. This discussion is limited to holders who will hold the Notes as “capital assets” (generally, property held for investment) within the meaning ofSection 1221 of the Code.

YOU SHOULD CONSULT YOUR TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF YOUR ACQUISITION,OWNERSHIP AND DISPOSITION OF THE NEW NOTES.

As used herein, the term “U.S. Holder” means a beneficial owner of Notes that is for United States federal income tax purposes (1) a citizen orresident of the United States, (2) a corporation, including for this purpose an entity treated as a corporation for United States federal income tax purposes,created or organized in or under the laws of the United States or of any political subdivision thereof, (3) an estate whose income is subject to United Statesfederal income tax regardless of its source, or (4) a trust, if both (a) a court within the United States is able to exercise primary supervision over theadministration of the trust and (b) one or more United States persons have the authority to control all substantial decisions of the trust. Notwithstanding thepreceding sentence, to the extent provided in Treasury regulations, certain trusts that are beneficial holders of the Notes and in existence on August 20,1996, and treated as United States persons prior to such date, that elect to continue to be treated as United States persons also will be U.S. Holders. As usedherein, the term “Non-U.S. Holder” means a beneficial owner (other than a partnership) of Notes that is not a U.S. Holder.

If a partnership (including for this purpose any entity treated as a partnership for United States federal income tax purposes) holds Notes, thetreatment of a partner in the partnership will generally depend on the

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status of the partner and activities of the partnership. A holder that is a partnership and partners in such partnership should consult their tax advisorsregarding the United States federal income tax consequences of acquiring, owning and disposing of the Notes.

Treatment of Exchange under the Exchange Offers

The exchange of the Old Notes for New Notes in the exchange offers will not be a taxable event for U.S. federal income tax purposes. A holder willnot realize any taxable gain or loss as a result of exchanging the Old Notes for New Notes, and, upon the exchange, the holder will have the same tax basisand holding period in the New Notes as the holder had in the Old Notes immediately before the exchange.

Tax Treatment of New Notes

U.S. Holders

Interest

Stated interest on the New Notes will be included in the income of a U.S. Holder as ordinary income at the time such interest is received or accrued,in accordance with the U.S. Holder’s regular method of tax accounting.

Originalissuediscount

If the Old Notes were issued with original issue discount (“OID”), a U.S. Holder will be required to include OID in ordinary income as it accruesunder a constant yield to maturity method, regardless of the U.S. Holder’s normal method of tax accounting.

Sale,retirement,redemptionorothertaxabledisposition

In general, a U.S. Holder of the New Notes will recognize gain or loss upon the sale, retirement, redemption or other taxable disposition of such NewNotes in an amount equal to the difference between (1) the amount of cash and the fair market value of property received in exchange therefor (except to theextent attributable to the payment of accrued and unpaid interest, which generally will be taxable to a holder as ordinary income as described below) and(2) the U.S. Holder’s adjusted tax basis in such New Notes. A U.S. Holder’s adjusted tax basis in the New Notes generally will be equal to such U.S.Holder’s adjusted tax basis in the Old Notes at the time of the exchange, increased by any OID subsequently included in income by the U.S. Holder. Theportion of any proceeds that is attributable to accrued and unpaid interest that the U.S. Holder did not previously include in income will not be taken intoaccount in computing the U.S. Holder’s capital gain or loss, but will instead be treated as interest income, as described under “—Interest” above. Net capitalgain (i.e. generally, capital gain in excess of capital loss) recognized by a non-corporate U.S. Holder from the sale of a capital asset that has been held formore than 12 months is currently subject to United States federal income tax at a rate not to exceed 20%. Net capital gain from the sale of an asset held for12 months or less will be subject to United States federal income tax at ordinary income tax rates. In addition, capital gain recognized by a corporatetaxpayer will continue to be subject to United States federal income tax at the ordinary income tax rates applicable to corporations. The ability to deductcapital losses is subject to limitations under the Code.

Additionaltaxoninvestmentincome

A U.S. Holder that is an individual, estate or trust that does not fall into a special class of trusts that is exempt from such tax is subject to a 3.8% taxon the lesser of (1) the U.S. Holder’s “net investment income” for the relevant taxable year and (2) the excess of the U.S. Holder’s modified adjusted grossincome for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’scircumstances). A U.S. Holder’s net investment income will generally include its interest income (including OID) and net gain from the disposition of theNew Notes, unless such interest income

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(including OID) and net gain is derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certainpassive or trading activities). Net investment income may, however, be reduced by properly allocable deductions to such income. U.S. Holders that areindividuals, estates or trusts are urged to consult their tax advisors regarding the applicability of this 3.8% Medicare tax to their income and gains from theNew Notes.

Non-U.S. Holders

A Non-U.S. Holder generally will not be subject to United States federal income or withholding tax on payments of interest (including OID) on theNew Notes, unless that Non-U.S. Holder actually or constructively owns 10% or more of the total combined voting power of all classes of our stock that areentitled to vote within the meaning of Section 871(h)(3) of the Code, is a controlled foreign corporation related to us or is a bank receiving interest(including OID) described in Section 881(c)(3)(A) of the Code, provided that such interest (including OID) is not effectively connected with the conduct ofa trade or business in the United States by the Non-U.S. Holder. To qualify for the exemption from taxation, the last United States payor, as defined in theTreasury regulations (or a non-U.S. payor who is a qualified intermediary or withholding foreign partnership) in the chain of payment prior to payment to aNon-U.S. Holder (the “Withholding Agent”), must have received, before payment, a statement that (1) is signed by the beneficial owner of the New Notesunder penalties of perjury, (2) certifies that such owner is not a U.S. Holder and (3) provides the name and address of the beneficial owner. The statementmay be made on an IRS Form W-8BEN or IRS Form W-8BEN-E or a substantially similar form. An IRS Form W-8BEN or IRS Form W-8BEN-E isgenerally effective for the year of signature plus the following three calendar years; however, the beneficial owner must inform the Withholding Agent ofany change in the information on the statement within 30 days of such change. Notwithstanding the preceding sentence, an IRS Form W-8BEN or IRS FormW-8BEN-E may in certain circumstances remain effective until a change in circumstances makes any information on such form inaccurate. If the NewNotes are held through a securities clearing organization or certain other financial institution, the beneficial owner must provide to such organization orinstitution an IRS Form W-8BEN or IRS Form W-8BEN-E and the organization or institution must provide a certificate stating that such organization orinstitution has been provided with a valid IRS Form W-8BEN or IRS Form W-8BEN-E to the Withholding Agent.

A Non-U.S. Holder that does not qualify for exemption from withholding as described in the preceding paragraph generally will be subject towithholding of United States federal income tax at a tax rate of 30% (or lower applicable treaty rate) on payments of interest (including OID) on the NewNotes.

In addition, a Non-U.S. Holder will generally not be subject to United States federal income or withholding tax on any amount which constitutes gainupon the sale, retirement, redemption or other taxable disposition of the New Notes, provided (1) the gain is not effectively connected with the conduct of atrade or business in the United States by the Non-U.S. Holder and (2) in the case of an individual Non-U.S. Holder, such holder is not present in the UnitedStates for 183 days or more in the taxable year. Certain other exceptions may be applicable and a Non-U.S. Holder should consult its tax advisor in thisregard.

To the extent that gain or interest income (including OID) with respect to the New Notes is not exempt from the United States federal income orwithholding tax, a Non-U.S. Holder may be able to reduce or eliminate such tax under an applicable income tax treaty.

Except to the extent that an applicable income tax treaty otherwise provides, a Non-U.S. Holder whose gain or interest income (including OID) withrespect to the New Notes is effectively connected with the conduct of a trade or business in the United States by such Non-U.S. Holder (and if certain taxtreaties apply, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States) will not be subject to the United Statesfederal withholding tax if such Non U.S. Holder provides an IRS Form W-8ECI to the Withholding Agent. Instead, such Non-U.S. Holder will generally besubject to tax on such gain and interest income (including OID) at regular income tax rates in the manner similar to the taxation of U.S. Holders. In addition,a

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corporate Non-U.S. Holder will be subject to a branch profits tax equal to 30% of its “dividend equivalent amount” (generally representing the amount thatremains after paying the tax on such gain or interest income (including OID) discussed in the preceding sentence), although a Non-U.S. Holder may be ableto reduce or eliminate such tax under an applicable income tax treaty. If a Non-U.S. Holder is an individual that is present in the United States for 183 daysor more in a taxable year, such holder will be subject to a flat 30% tax (subject to reductions under an applicable income tax treaty if the Non-U.S. Holder iseligible for the benefits of such treaty) on the gain derived from the sale, redemption or other taxable disposition in such taxable year, which may be offsetby U.S. source capital losses, even though such holder is not considered a resident of the United States.

Informationreportingandbackupwithholding

Generally, we must report annually to the IRS and to Non-U.S. Holders the amount of interest (including OID) paid to Non-U.S. Holders and theamount of tax, if any, withheld with respect to those payments. Copies of the information returns reporting such interest (including OID) and withholdingmay also be made available to the tax authorities in the country in which a Non-U.S. Holder resides under the provisions of an applicable income tax treaty.

Backup withholding of United States federal income tax may apply to payments made in respect of the New Notes to registered owners who are not“exempt recipients” and who fail to provide certain identifying information (such as the registered owner’s taxpayer identification number) on an IRS FormW-8BEN or IRS Form W-8BEN-E, in the case of a Non-U.S. Holder, or an IRS Form W-9, in the case of a U.S. Holder. Compliance with the identificationprocedures described in the preceding section generally would establish an exemption from backup withholding for Non-U.S. Holders. As discussed above,a Non-U.S. Holder whose gain or interest income (including OID) with respect to the New Notes is effectively connected with the conduct of a trade orbusiness in the United States by such Non-U.S. Holder will generally not be subject to backup withholding if the Non-U.S. Holder provides the WithholdingAgent with an IRS Form W-8ECI.

In addition, upon the sale of the New Notes to (or through) a broker, the broker may be required to withhold an appropriate percentage of the entirepurchase price, unless the seller provides, in the required manner, certain identifying information and, in the case of a Non-U.S. Holder, certifies that suchseller is a Non-U.S. Holder (and certain other conditions are met). Such a sale may also be reported by the broker to the IRS (which report must, in certaincircumstances, include the adjusted basis of the New Notes), unless the seller certifies its Non-U.S. Holder status (and certain conditions are met).Certification of the registered owner’s Non-U.S. Holder status would be made normally on an IRS Form W-8BEN or IRS Form W-8BEN-E under penaltiesof perjury, although in certain cases it may be possible to submit other documentary evidence.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a beneficial owner wouldbe allowed as a refund or a credit against such beneficial owner’s United States federal income tax liability provided the required information is furnished tothe IRS in a timely manner.

Potentialapplicationofrulesgoverningcontingentpaymentdebtinstruments

We may be obligated to pay amounts in excess of the stated interest or principal on the Old Notes or New Notes, including as described under“Description of the New Notes—Change of Control.” The potential obligation to pay these additional amounts may implicate the provisions of applicableTreasury regulations relating to “contingent payment debt instruments.”

According to the applicable Treasury regulations, certain contingencies will not cause a debt instrument to be treated as a contingent payment debtinstrument if such contingencies, as of the date of issuance, are remote or incidental. Although the matter is not free from doubt, we intend to take theposition that the foregoing contingencies are remote or incidental, and we do not intend to treat the New Notes as contingent payment debt

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instruments. This position will be based in part on our determination that, as of the date of the issuance of the Old Notes, the possibility that such additionalamounts would have to be paid, in the aggregate, is a remote or incidental contingency within the meaning of applicable Treasury regulations. However,there is no assurance that our position would be respected by the IRS or, if challenged, upheld by a court. If the IRS were to challenge our position andsuccessfully assert that such contingencies are not remote or incidental, the New Notes may constitute contingent payment debt instruments. If the NewNotes are treated as contingent payment debt instruments, a holder that is subject to U.S. federal income tax may be required to accrue OID on the NewNotes in excess of stated interest and otherwise applicable OID, and to treat as ordinary income (rather than capital gain) any gain that is recognized upon asale, redemption or other taxable disposition of the New Notes. In the event that any of these contingencies were to occur, it would affect the character,amount and timing of any income recognized. The discussions above under “—U.S. Holders” and “—Non-U.S. Holders” assume that the New Notes willnot be treated as contingent payment debt instruments. Holders should consult their own tax advisors regarding the possible application of the contingentpayment debt instrument rules to the New Notes.

Foreign Account Tax Compliance Act

Sections 1471-1474 of the Code and the Treasury regulations thereunder (“FATCA”) impose withholding taxes on certain types of payments made to“foreign financial institutions,” as specially defined under FATCA, and certain other non-U.S. entities. FATCA imposes a 30% withholding tax onpayments of interest (including OID) on, and gross proceeds from the sale or other disposition of, the New Notes paid to a foreign financial institutionunless the foreign financial institution is deemed to be compliant with FATCA or enters into an agreement with the IRS to, among other things, undertake toidentify accounts held by certain U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts, and withhold 30% onpayments to account holders whose actions prevent it from complying with these reporting and other requirements. In addition, FATCA imposes a 30%withholding tax on the same types of payments to a non-financial foreign entity of a certain type unless the entity certifies that it does not have anysubstantial U.S. owners or furnishes identifying information to the IRS or to the withholding agent regarding each substantial U.S. owner. These rulescurrently apply to payments of interest (including OID) and are expected to apply to payments of gross proceeds from the sale or other disposition of theNew Notes after December 31, 2018. Prospective investors should consult their tax advisors regarding the application of FATCA to the acquisition,ownership or disposition of the New Notes .

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PLAN OF DISTRIBUTION

Each broker-dealer that receives New Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver aprospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by abroker-dealer in connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period ending on the earlier of (i) 180 days from the date on which the ExchangeOffer Registration Statement (as defined in the Registration Rights Agreement) is declared effective and (ii) the date on which broker-dealers are no longerrequired to deliver a prospectus in connection with market-making or other trading activities, they will make this prospectus, as amended or supplemented,available to any broker-dealer for use in connection with any such resale. In addition, until , 2018, all dealers effecting transactions in the NewNotes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of New Notes by brokers-dealers. New Notes received by broker-dealers for their own accountpursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiatedtransactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale,at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers ordealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such NewNotes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker ordealer that participates in a distribution of such New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit ofany such resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation underthe Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not bedeemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) thedate on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, we will promptlysend additional copies of this prospectus and any amendments or supplements to this prospectus to any broker-dealer that requests such documents in theLetter of Transmittal. We have agreed to pay all expenses incident to the Registered Exchange Offer (including the reasonable and documented expenses ofone counsel for the holder of the Old Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the OldNotes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

The validity of the New Notes offered hereby and certain other matters relating to this exchange offer will be passed upon for us by Sidley AustinLLP, Dallas, Texas.

EXPERTS

The consolidated financial statements of (a) Vistra Energy Corp. and its subsidiaries as of December 31, 2017 and 2016 and for the year endedDecember 31, 2017 and for the period October 3, 2016 through December 31, 2016, and (b) its Predecessor Company for the period January 1, 2016through October 2, 2016 and for the year ended December 31, 2015, and the related financial statement schedule incorporated in this Prospectus byreference from the Company’s Current Report on Form 8-K dated June 15, 2018, have been audited by Deloitte & Touche LLP, an independent registeredpublic accounting firm, as stated in their report (which report expresses an unqualified opinion and includes explanatory paragraphs regarding adoption ofASU 2016-18 and the emergence from bankruptcy and the non-comparability of Vistra Energy Corp. and its subsidiaries to its Predecessor Company),which is incorporated herein by reference. Such consolidated financial statements and financial statement schedule has been so incorporated in relianceupon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Dynegy Inc. incorporated by reference in Dynegy Inc.’s Annual Report (Dynegy 2017 Form 10-K) for theyear ended December 31, 2017, and the effectiveness of Dynegy Inc.’s internal control over financial reporting as of December 31, 2017 have been auditedby Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, incorporated by reference therein, andincorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on theauthority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly, current and other reports with the SEC under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we fileat the SEC’s public reference room located at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further informationon the public reference room and copy charges. We will provide you upon request, without charge, a copy of the notes and the indenture governing thenotes. You may request copies of these documents by contacting us at:

Vistra Energy Corp.Attention: Investor Relations Department

6555 Sierra DriveIrving, Texas 75039(214) 812-4600

We maintain a website at www.vistraenergy.com. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reportson Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at ourwebsite as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. However, the reference to our webaddress does not constitute incorporation by reference of the information contained at such site.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us, and we have elected, to “incorporate by reference” in this prospectus information that we file with it, which means that we aredisclosing important business and financial information to you by referring you to those documents. The information incorporated by reference isconsidered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. Thisprospectus incorporates by reference all documents we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) pursuant to the Exchange Act on orafter the date of this prospectus and prior to the termination of the exchange offer under this prospectus any prospectus supplement (other than, in each case,documents or information deemed to have been furnished and not filed in accordance with SEC rules) and the documents filed by Vistra Energy listedbelow:

• Vistra Energy’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 26, 2018 (except Items 7and 8 thereof, which were updated by Vistra Energy’s Current Report on Form 8-K filed with the SEC on June 15, 2018);

• Dynegy’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 22, 2018 as amended byDynegy’s Amendment No. 1 to Form 10-K on Form 10-K/A filed with the SEC on April 27, 2018;

• Vistra Energy’s Current Reports on Form 8-K filed with the SEC on January 29, 2018, February 22, 2018, February 28, 2018, March 2, 2018,April 5, 2018, April 9, 2018, April 27, 2018, May 4, 2018, May 24, 2018, June 1, 2018, June 15, 2018, and June 29, 2018;

• Vistra Energy’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 filed with the SEC on May 4, 2018;

• Dynegy’s Current Reports on Form 8-K filed with the SEC on March 2, 2018 and April 9, 2018; and

• Vistra Energy’s Definitive Proxy Statement on Schedule 14A filed on April 3, 2018.

All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of thisexchange offer, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of theregistration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into thisprospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents. Any statement contained herein or in anydocument incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this prospectusto the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference hereinmodifies or replaces such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this prospectus, except as somodified or superseded.

You may request a copy of any document incorporated by reference in this prospectus and any exhibit specifically incorporated by reference in thosedocuments, at no cost, by writing or telephoning us at the following address or phone number:

Vistra Energy Corp.Attention: Investor Relations Department

6555 Sierra DriveIrving, Texas 75039(214) 812-4600

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VISTRA ENERGY CORP.Offer to exchange up to $850,000,000 of

8.125% Senior Notes due 2026

(CUSIP Nos. 26817R BA5 and U2676Q AN8)

that have been registered under the Securities Act of 1933

for

8.125% Senior Notes due 2026

(CUSIP Nos. and )

that have not been registered under the Securities Act of 1933

THE EXCHANGE OFFER EXPIRES AT 5:00 P.M., NEW YORKCITY TIME, ON , 2018, UNLESS WE EXTEND IT

PROSPECTUS

The date of this prospectus is , 2018.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

IndemnificationbyVistraEnergyCorp.

DelawareGeneralCorporationLaw

Vistra Energy Corp. is incorporated under the laws of the state of Delaware.

Section 145(a) of the DGCL authorizes a corporation to indemnify any person who was or is a party, or is threatened to be made a party, to athreatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right ofthe corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request ofthe corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action,suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of thecorporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) of the DGCL provides in relevant part that a corporation may indemnify any person who was or is a party or is threatened to be made aparty to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact thatthe person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually andreasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner theperson reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of anyclaim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court ofChancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of allthe circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other courtshall deem proper.

The DGCL also provides that indemnification under Sections 145(a) and (b) can only be made upon a determination that indemnification of thepresent or former director, officer or employee or agent is proper in the circumstances because such person has met the applicable standard of conduct setforth in Sections 145(a) and (b). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination,(1) by a majority vote of directors who are not a party to the action at issue (even though less than a quorum), or (2) by a majority vote of a designatedcommittee of these directors (even though less than a quorum), or (3) if there are no such directors, or these directors authorize, by the written opinion ofindependent legal counsel, or (4) by the stockholders.

Section 145(c) of the DGCL provides that to the extent a present or former director or officer of a corporation has been successful on the merits orotherwise in defense of any action, suit or proceeding referred to in Sections 145(a) or (b), or in defense of any claim, issue or matter therein, such personshall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection therewith.

Section 145(e) of the DGCL provides that expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending anycivil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action,suit or proceeding

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upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is notentitled to be indemnified by the corporation as authorized in Section 145 of the DGCL. Such expenses (including attorneys’ fees) incurred by formerdirectors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers,employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as thecorporation deems appropriate.

Section 145(g) of the DGCL also empowers a corporation to purchase and maintain insurance on behalf of any person who is or was a director,officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any suchcapacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liabilityunder Section 145 of the DGCL.

Section 102(b)(7) of the DGCL permits a corporation to provide for eliminating or limiting the personal liability of one of its directors for anymonetary damages related to a breach of fiduciary duty as a director, as long as the corporation does not eliminate or limit the liability of a director for (a) abreach of the director’s duty of loyalty to the corporation or its stockholders, (b) acts or omissions not in good faith or involving intentional misconduct or aknowing violation of law, (c) a violation of Section 174 of the DGCL (unlawful dividends) or (d) any transaction from which the director derived animproper personal benefit.

Article XII of the Charter eliminates the personal liability of Vistra Energy’s directors to the fullest extent permitted by the DGCL. Such sectioneliminates the personal liability of a director to Vistra Energy or our stockholders for monetary damages for breach of fiduciary duty as a director, exceptfor liability (a) for any breach of the director’s duty of loyalty to Vistra Energy or our stockholders, (b) for acts or omissions not in good faith or whichinvolve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL (unlawful dividends), or (d) for any transaction fromwhich the director derived an improper personal benefit. Under the Bylaws, Vistra Energy agrees that it is the indemnitor of first resort to provideadvancement of expenses or indemnification to directors and officers.

Article VI of the Bylaws provides that Vistra Energy shall indemnify and hold harmless each person who was or is made a party or is threatened to bemade a party to, or was or is otherwise involved in, any action, suit, arbitration, alternative dispute mechanism, inquiry, judicial, administrative orlegislative hearing, investigation or other threatened, pending or completed proceeding, whether brought by or in the right of Vistra Energy or otherwise,including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative or other nature by reason of the fact that he or she is orwas a director, an officer, or while a director or officer of Vistra Energy is or was serving at the request of Vistra Energy as a director, officer, employee,agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan,to the fullest extent authorized by applicable law, including, without limitation, the DGCL. Under the Bylaws, except as otherwise required by law, VistraEnergy shall indemnify an officer or director in connection with a proceeding initiated by the officer or director, only if such proceeding or part thereof wasauthorized or ratified by the Board.

VistraEnergyIndemnificationAgreements

We have entered into indemnification agreements with each of our officers and directors that provide, in general, that we will indemnify them to thefullest extent permitted by law in connection with their service to us or on our behalf.

VistraEnergyDirectors’andOfficers’LiabilityInsurance

We have obtained directors’ and officers’ liability insurance which insures against certain liabilities that our directors and officers may, in suchcapacities, incur.

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IndemnificationundertheRegistrationRightsAgreement

The registration rights agreement dated August 21, 2017 and incorporated by reference as an exhibit hereto provides for indemnification of ourdirectors, our officers and our controlling persons, if any, by the holders of the Old Notes and by any participating broker-dealers (as such terms are definedin the prospectus included in this registration statement) against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act,we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is thereforeunenforceable.

IndemnificationbytheRegistrantSubsidiaryGuarantors

RegistrantSubsidiaryGuarantorsincorporatedunderthelawsoftheStateofDelaware

Each of Dynegy Administrative Services Company, Dynegy Associates Northeast LP, Inc., Dynegy Northeast Generation GP, Inc., EquiPowerResources Corp., Sithe Energies, Inc., Dynegy Power Generation, Inc., TXU Retail Services Company, Vistra Finance Corp., and Vistra Preferred Inc. areincorporated under the laws of the State of Delaware.

The articles of incorporation of each of Dynegy Administrative Services Company, Dynegy Associates Northeast LP, Inc., Dynegy NortheastGeneration GP, Inc. and EquiPower Resources Corp. provide that directors of the corporation shall not be personally liable to the corporation or itsstockholders for monetary damages for breach of the directors’ fiduciary duty except for liability (a) for any director’s duty of loyalty to the corporation orits stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 ofthe DGCL or (d) for any transaction from which the director derived any improper benefit. The articles of incorporation of EquiPower Resources Corp.further provide that the corporation shall indemnify any and all persons whom it shall have power to indemnify from and against any and all expenses,liabilities or matters covered by (a)-(d) of the preceding sentence.

The articles of incorporation of Sithe Energies, Inc. provide that no director of the corporation shall be personally liable to the corporation or itsstockholders for any acts or omissions in the performance of his or her duties as a director of the corporation. The articles of incorporation also provide thatthe corporation must indemnify directors and officers to the fullest extent permitted by the DGCL and require the corporation to advance expenses.

The articles of incorporation of Dynegy Power Generation, Inc. provide no director of the corporation shall be personally liable to the corporation orits stockholders to the fullest extent permitted by the DGCL. The articles of incorporation also provide that the corporation must indemnify directors andofficers to the fullest extent permitted by the DGCL and require the corporation to advance expenses.

The articles of incorporation of TXU Retail Services Company provide that no director of the corporation shall be liable to the corporation or itsshareholders for monetary damages for any act or omission in the director’s capacity as a director, except for instances where the director is found liableunder applicable law for (a) a breach of the director’s duty of loyalty to the corporation or its shareholders, (b) an act or omission not in good faith thatconstitutes a breach of duty of the director to the corporation or that involves intentional misconduct or a knowing violation of the law, (c) a transactionfrom which the director received an improper benefit, regardless of whether the benefit resulted from an action taken within the scope of the director’sduties or (d) an act or omission for which the liability of the director is expressly provided for by an applicable statute. The articles of incorporation providethat the corporation must indemnify directors and officers to the fullest extent permitted by the DGCL, except if: (a) the person’s acts or omissions thatwould otherwise be subject to indemnification were committed in bad faith or were the result of active and deliberate dishonesty or (b) such personpersonally gained a profit to which he or she was not legally entitled with an action or omission that would otherwise be subject to indemnification. Thearticles of incorporation require the corporation to advance expenses.

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The articles of incorporation of each of Vistra Finance Corp. and Vistra Preferred Inc. do not specify the extent to which the corporation mayindemnify its directors or officers.

The bylaws of each of Dynegy Associates Northeast LP, Inc. and Dynegy Northeast Generation GP, Inc. require the corporation (a) to indemnify itsdirectors and officers to the fullest extent permitted by the DGCL and (b) to advance expenses.

The bylaws of each of EquiPower Resources Corp., Vistra Finance Corp. and Vistra Preferred Inc. require the corporation to (a) indemnify itsdirectors and officers to the fullest extent permitted by the DGCL and (b) subject to certain limitations, advance expenses. The bylaws further allow thecorporation to purchase and maintain insurance on behalf of its directors and officers.

The bylaws of TXU Retail Services Company allow the corporation to purchase, enter into, maintain or provide insurance, indemnification or otherarrangements for the benefit of its directors and officers to the fullest extent permitted by the DGCL.

The bylaws of Dynegy Administrative Services Company, Dynegy Power Generation, Inc. and Sithe Energies, Inc. do not specify the extent to whichthe corporation may indemnify its directors and officers.

RegistrantSubsidiaryGuarantorsformedunderthelawsoftheStateofDelaware

ANP Bellingham Energy Company, LLC, ANP Blackstone Energy Company, LLC, Brighten Energy LLC, Calumet Energy Team, LLC, Casco BayEnergy Company, LLC, Coleto Creek Power, LLC, Comanche Peak Power Company LLC, Dynegy Coal Generation, LLC, Dynegy Coal Holdco, LLC,Dynegy Coal Trading & Transportation, L.L.C., Dynegy Conesville, LLC, Dynegy Dicks Creek, LLC, Dynegy Energy Services (East), LLC, DynegyEnergy Services, LLC, Dynegy Fayette II, LLC, Dynegy Gas Imports, LLC, Dynegy Hanging Rock II, LLC, Dynegy Kendall Energy, LLC, Dynegy Killen,LLC, Dynegy Marketing and Trade, LLC, Dynegy Miami Fort, LLC, Dynegy Midwest Generation, LLC, Dynegy Morro Bay, LLC, Dynegy Moss Landing,LLC, Dynegy Oakland, LLC, Dynegy Power, LLC, Dynegy Resource II, LLC, Dynegy Resources Generating Holdco, LLC, Dynegy South Bay, LLC,Dynegy Stuart, LLC, Dynegy Washington II, LLC, Dynegy Zimmer, LLC, Ennis Power Company, LLC, Forney Pipeline, LLC, Havana Dock Enterprises,LLC, Hays Energy, LLC, Hopewell Power Generation, LLC, Illinois Power Resources Generating, LLC, Illinois Power Resources, LLC, IPH, LLC, LaFrontera Holdings, LLC, Lake Road Generating Company, LLC, Liberty Electric Power, LLC, Midlothian Energy, LLC, Milford Power Company, LLC,Oak Grove Management Company LLC, Ontelaunee Power Operating Company, LLC, Pleasants Energy, LLC, Richland-Stryker Generation LLC,Sithe/Independence LLC, T-Fuels, LLC, Upton County Solar 2, LLC, Vistra Asset Company LLC, Vistra Intermediate Company LLC, Vistra OperationsCompany LLC and Wise County Power Company, LLC are all formed as limited liability companies under the laws of the State of Delaware.

Section 18-108 of the Delaware Limited Liability Company Act (the “Delaware Act”) provides that, subject to such standards and restrictions, if any,as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless anymember or manager or other person from and against any and all claims and demands whatsoever.

Section 18-303(a) of the Delaware Act provides that the debts, obligations and liabilities of a limited liability company, whether arising in contract,tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member or manager of a limited liabilitycompany shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member oracting as a manager of the limited liability company.

The limited liability company agreements of each of ANP Bellingham Energy Company, LLC, ANP Blackstone Energy Company, LLC, CalumetEnergy Team, LLC, Dynegy Resources Generating Holdco, LLC, Ennis Power Company, LLC, Hays Energy, LLC, Illinois Power Resources Generating,LLC, Illinois Power Resources, LLC, Lake Road Generating Company, LLC, Liberty Electric Power, LLC, Midlothian Energy, LLC,

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Milford Power Company, LLC, Wise County Power Company, LLC, Pleasants Energy, LLC and T-Fuels, LLC provide that any officer, director, employee,member or affiliate of a member of the company will not be liable for, and will be indemnified and held harmless by the company against, any and alllosses, liabilities and reasonable expenses, including attorneys’ fees, arising from proceedings in which such person may be involved, as a party orotherwise, by reason of its being an officer, director, employee, member or affiliate of a member of the company, or by reason of its involvement in themanagement of the affairs of the company, whether or not it continues to be such at the time any such loss, liability or expense is paid or incurred; provided, however, that no such person will be held harmless or indemnified for any losses, liabilities or expenses arising out of (i) the fraud, intentional misconductor knowing or reckless breach of such person’s obligations or (ii) bad faith of such person. Each limited liability company agreement further provides thatany such person entitled to indemnification by the company will also be entitled to indemnification against reasonable expenses (as incurred), includingattorneys’ fees, to the fullest extent permitted under the Delaware Act.

The limited liability company agreements of each of Casco Bay Energy Company, LLC, Dynegy South Bay, LLC, Dynegy Morro Bay, LLC, DynegyMoss Landing, LLC, Dynegy Oakland, LLC and Richland-Stryker Generation LLC provide that none of the members or any officers or managers of thecompany, or any partners, members, employees, affiliates, representatives or agents of the company, shall be liable to the company or any other person forany act or omission taken or omitted by such person in the reasonable belief that such act or omission is in or is not contrary to the best interests of thecompany and is within the scope of authority granted to such person by the company, provided such act or omission does not constitute fraud, willfulmisconduct, bad faith, or gross negligence. The limited liability company agreement also provides that the company must indemnify and hold harmless anysuch person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from anyand all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative in which such person may be involved, or threatened tobe involved, as a part or otherwise, by reason of its management of the affairs of the company or which relates to or arises out of the company or itsproperty, business or affairs. No person shall be entitled to indemnification with respect to (a) any claim with respect to which such person has engaged infraud, willful misconduct, bad faith or gross negligence or (b) any claim initiated by such person unless such claim (or part thereof) (i) was brought toenforce such person’s rights to indemnification hereunder or (ii) was authorized or consented to by the member of the company. Each limited liabilitycompany agreement further provides for the advancement of expenses, subject to certain limiting circumstances.

The limited liability company agreements of each of Dynegy Coal Generation, LLC, Dynegy Coal Holdco, LLC, Dynegy Conesville, LLC, DynegyDicks Creek, LLC, Dynegy Energy Services (East), LLC, Dynegy Energy Services, LLC, Dynegy Fayette II, LLC, Dynegy Gas Imports, LLC, DynegyHanging Rock II, LLC, Dynegy Kendall Energy, LLC, Dynegy Killen, LLC, Dynegy Marketing and Trade, LLC, Dynegy Miami Fort, LLC, DynegyMidwest Generation, LLC Dynegy Power, LLC, Dynegy Resource II, LLC, Dynegy Stuart, LLC, Dynegy Washington II, LLC, Dynegy Zimmer, LLC,IPH, LLC and Ontelaunee Power Operating Company, LLC provide that neither the member nor any officer, employee or agent of the company nor anyemployee, representative, agent or affiliate of the member shall be liable to the company for any loss, damage or claim incurred by reason of any act oromission performed or omitted by such person in good faith on behalf of the company to the fullest extent permitted by law; provided, however, that nosuch person shall be liable for any such loss, damage or claim incurred by reason of such person’s gross negligence or willful misconduct. Each limitedliability company agreement also provides that such person shall be entitled to indemnification from the company for any loss, damage or claim incurred byreason of any act or omission performed or omitted by such person in good faith on behalf of the company and in a manner reasonably believed to be withinthe scope of the authority granted to such person to the fullest extent provided by law; provided, however, that no such person shall be entitled toindemnification by reason of gross negligence or willful misconduct. Subject to certain limiting circumstances, each limited liability company agreementalso requires the company to advance expenses to such person to the fullest extent permitted by law.

The limited liability company agreement of Dynegy Coal Trading & Transportation, L.L.C. provides that the company must indemnify managers andofficers to the fullest extent permitted by the Delaware Act. The

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limited liability company agreement further (a) requires the company to advance expenses and (b) allows the company to purchase and maintainindemnification insurance.

The limited liability company agreement of Havana Dock Enterprises, LLC provides that no member shall have any personal liability whatsoever tothe company or any other member on account of such member’s status as a member or by reason of such member’s acts or omissions in connection with theconduct of the business of the company; provided, however, that nothing the member will be liable to the company or other members for any liability byreason of (a) any act or omission of such member that involves actual fraud or willful misconduct or (b) any transaction from which such member derivedan improper personal benefit. The limited liability company agreement further provides that the company must indemnify members, officers, employees oragents of the company to the fullest extent provided by the Delaware Act; provided, however, that no such person is entitled to indemnification if theliability results from (a) actual fraud or willful misconduct or (b) any transaction from which such person derived an improper personal benefit. The limitedliability company agreement also (a) requires the advancement of expenses and (b) allows the company to purchase and maintain indemnification insurance.

The limited liability company agreement of Sithe/Independence LLC provides that the company must indemnify any member, shareholder, director,officer, employee or agent of the member or the company to the fullest extent permitted by law, but only in instances where (a) such person acts in goodfaith and (b) such person’s conduct does not constitute willful misconduct or gross negligence. The limited liability company agreement further requiresthat, subject to certain limiting circumstances, the company advance expenses.

The limited liability company agreements of each of Coleto Creek Power, LLC, Comanche Peak Power Company LLC, Hopewell Power Generation,LLC, Upton County Solar 2, LLC, Vistra Asset Company LLC, Vistra Intermediate Company LLC and Vistra Operations Company LLC provide that nomember, manager or officer shall be liable to the company for any loss, damage or claim incurred by reason of any act or omission performed or omitted bysuch person in good faith on behalf of the company and in a manner reasonably believed to be within the scope of such person’s authority; provided,however, that such person shall be liable for any such loss, damage or claim incurred by reason of such person’s gross negligence or willful misconduct.Each limited liability company agreement further provides that the company shall indemnify any member, manager or officer to the fullest extent permittedby the Delaware Act and that the company (a) must, subject to certain limiting circumstances, advance expenses and (b) may purchase and maintainindemnification insurance.

The limited liability company agreements of each of Brighten Energy LLC, Forney Pipeline, LLC, La Frontera Holdings, LLC and Oak GroveManagement Company LLC provide that the company must indemnify any member, manager of officer to the fullest extent permitted by the Delaware Act.Each limited liability company agreement further provides that the company (a) must, subject to certain limiting circumstances, advance expenses and(b) may purchase and maintain indemnification insurance.

RegistrantSubsidiaryGuarantorsincorporatedunderthelawsoftheStateofIllinois

Coffeen and Western Railroad Company, Illinois Power Generating Company, Illinois Power Marketing Company and Illinova Corporation are allincorporated under the laws of the State of Illinois.

Section 8.75(a) of the Illinois Business Corporation Act of 1983 (the “IBCA”) allows a corporation to indemnify any person who was or is a party, oris threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative(other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of thecorporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonablyincurred by such person in connection with such action, suit or proceeding, if such person (a) acted in good faith and in a manner he or she reasonablybelieved to be in, or not opposed to, the best interests of the corporation and (ii) with respect to any criminal action or proceeding, had no reasonable causeto believe his or her conduct was

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unlawful. Section 8.75(b) of the IBCA allows a corporation to indemnify, in actions brought by or in the right of the corporation, such person againstexpenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, ifsuch person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation; providedthatno indemnification shall be made with respect to any claim, issue, or matter as to which such person has been adjudged to have been liable to thecorporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite theadjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as thecourt shall deem proper. To the extent such person has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referredto above, or in defense of any claim, issue or matter therein, such person is entitled to indemnification against expenses (including attorneys’ fees) actuallyand reasonably incurred by such person in connection therewith, if the person acted in good faith and in a manner he or she reasonably believed to be in, ornot opposed to, the best interests of the corporation.

Section 8.75(e) of the IBCA allows a corporation to pay expenses (including attorney’s fees) incurred by an officer or director of the corporation indefending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertakingby or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by thecorporation as authorized in this section. Such expenses (including attorney’s fees) incurred by former directors and officers or other employees and agentsof the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, jointventure, trust or other enterprise, may be so paid on such terms and conditions, if any, as the corporation deems appropriate.

Section 8.75(f) of the IBCA provides that the indemnification and advancement of expenses provided by or granted under Section 8.75 of the IBCAshall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw,agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacitywhile holding such office.

Section 8.75(g) of the IBCA allows a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer,employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any suchcapacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liabilityunder the provisions of Section 8.75 of the IBCA.

The articles of incorporation of each of Coffeen and Western Railroad Company and Illinois Power Marketing Company provide that a director of thecorporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except to theextent such exemption from liability or limitation thereof is not permitted under the IBCA.

The articles of incorporation of each of Illinois Power Generating Company and Illinova Corporation provide that a director of the corporation shallnot be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for anybreach of the director’s duty of loyalty to the corporation or its shareholders, (b) for acts or omissions not in good faith or which involve intentionalmisconduct or a knowing violation of law, (c) under Section 8.65 of the IBCA or (d) for any transaction from which the director derived an improperpersonal benefit. The articles of incorporation of Illinova Corporation further provide that the corporation must indemnify any director or officer to thefullest extent permitted by the IBCA.

The bylaws of each of Coffeen and Western Railroad Company, Illinois Power Generating Company, Illinois Power Marketing Company and IllinovaCorporation provide that the corporation must (a) indemnify directors and officers to the fullest extent permitted by law and (b) subject to certainrequirements, advance

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expenses. The bylaws further provide that the corporation may purchase and maintain insurance on behalf of any director or officer against any liabilityasserted against such director or officer and incurred by such director or officer in any such capacity, or arising out of such director’s or officer’s status assuch, whether or not the corporation would have the power to indemnify such director or officer against such liability under the bylaws or applicable law.

RegistrantSubsidiaryGuarantorsformedunderthelawsoftheStateofOhio

Dynegy Commercial Asset Management, LLC is formed under the laws of the State of Ohio.

Section 1705.32(A) of the Ohio Revised Code (the “ORC”) provides that a limited liability company may indemnify or agree to indemnify any personwho was or is a party, or who is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigativeaction, suit, or proceeding, other than an action by or in the right of the company, because he is or was a manager, member, partner, officer, employee, oragent of the company or is or was serving at the request of the company as a manager, director, trustee, officer, employee, or agent of another limitedliability company, corporation, partnership, joint venture, trust, or other enterprise. The company may indemnify or agree to indemnify a person in thatposition against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement that actually and reasonably were incurred by him inconnection with the action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interestsof the company and, in connection with any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 1705.32(B) of the ORC provides that a limited liability company may indemnify or agree to indemnify any person who was or is a party orwho is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the company to procure a judgment in itsfavor, because he is or was a manager, officer, employee, or agent of the company or is or was serving at the request of the company as a manager, member,partner, director, trustee, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise.The company may indemnify or agree to indemnify a person in that position against expenses, including attorney’s fees, that were actually and reasonablyincurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner he reasonably believed to be in ornot opposed to the best interests of the company, except that an indemnification shall not be made in respect of any claim, issue, or matter as to which theperson is adjudged to be liable for negligence or misconduct in the performance of his duty to the company unless and only to the extent that the court ofcommon pleas or the court in which the action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of allthe circumstances of the case, the person is fairly and reasonably entitled to indemnification for expenses that the court considers proper.

The limited liability company agreement of Dynegy Commercial Asset Management, LLC provides that neither the member nor any officer,employee or agent of the company nor any employee, representative, agent or affiliate of the member shall be liable to the company for any loss, damage orclaim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the company to the fullest extent permittedby law; provided, however, that no such person shall be liable for any such loss, damage or claim incurred by reason of such person’s gross negligence orwillful misconduct. The limited liability company agreement also provides that such person shall be entitled to indemnification from the company for anyloss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the company and in amanner reasonably believed to be within the scope of the authority granted to such person to the fullest extent provided by law; provided, however, that nosuch person shall be entitled to indemnification by reason of gross negligence or willful misconduct. Subject to certain limiting circumstances, each limitedliability company agreement also requires the company to advance expenses to such person to the fullest extent permitted by law.

RegistrantSubsidiaryGuarantorsformedunderthelawsoftheCommonwealthofMassachusetts

Masspower, LLC is formed under the laws of the Commonwealth of Massachusetts.

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Section 8(a) of the Massachusetts Limited Liability Company Act (the “Massachusetts Act”) provides that, subject to such standards and restrictions,if any, as are set forth in its certificate of organization or a written operating agreement, a limited liability company may, and shall have the power to,indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Such indemnificationmay include payment by the limited liability company of expenses incurred in defending a civil or criminal action or proceeding in advance of the finaldisposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to benot entitled to indemnification under this section, which undertaking may be accepted without reference to the financial ability of such person to makerepayment. Any such indemnification may be provided although the person to be indemnified is no longer a member or manager. No indemnification shallbe provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in thereasonable belief that his action was in the best interest of the limited liability company.

Section 8(b) of the Massachusetts Act provides that the certificate of organization or a written operating agreement may eliminate or limit thepersonal liability of a member or manager for breach of any duty to the limited liability company or to another member or manager.

The limited liability company agreement of Masspower, LLC provides that no manager or officer shall be liable to the company for any loss, damageor claim incurred by reason of any act or omission performed or omitted by such manager or officer in good faith on behalf of the company and in a mannerreasonably believed to be within the scope of the authority conferred on such manager or officer, except that a manager or officer shall be liable for anysuch loss, damage or claim incurred by reason of such manager’s or officer’s gross negligence or willful misconduct. The limited liability companyagreement further (a) provides for indemnification of managers and officers to the fullest extent authorized by law, including the Massachusetts Act and(b) requires the company to advance expenses. The limited liability company agreement also allows the company to purchase and maintain indemnificationinsurance.

RegistrantSubsidiaryGuarantorsincorporatedunderthelawsoftheStateofPennsylvania

NEPCO Services Company and Northeastern Power Company are incorporated under the laws of the State of Pennsylvania.

Section 1741 of Subchapter D, Chapter 17, of the Pennsylvania Business Corporation Law (the “PBCL”) provides that a business corporation shallhave power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action orproceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he isor was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another domestic or foreigncorporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines andamounts paid in settlement actually and reasonably incurred by him in connection with the action or proceeding if he acted in good faith and in a manner hereasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause tobelieve his conduct was unlawful.

Section 1742 of the PBCL provides that a business corporation shall have power to indemnify any person who was or is a party, or is threatened to bemade a party, to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact thathe is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another domestic or foreigncorporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually andreasonably incurred by him in connection with the defense or settlement of the action if he acted in good faith and in a manner he reasonably believed to bein, or not opposed to, the best interests of the corporation; provided, however, that indemnification shall not be made under this section in respect of anyclaim, issue or matter as to which the person has been adjudged to be liable to the corporation unless and only to the extent that the court of common pleasof the judicial district embracing the county in which the registered office of the corporation is located or the court in which the action

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was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly andreasonably entitled to indemnity for the expenses that the court of common pleas or other court deems proper.

Section 1743 of the PBCL provides that indemnification against any expenses (including attorney fees) is mandatory to the extent such personsucceeds on the merits or otherwise in defense of any action or proceeding referred to in Section 1741 or Section 1742 of the PBCL.

Section 1744 of the PBCL provides that, unless ordered by the court, any indemnification under Section 1741 or Section 1742 of the PBCL shall bemade by the business corporation only as authorized in the specific case upon a determination that indemnification of the representative is proper in thecircumstances. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties tothe action or proceeding, (ii) if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested directors so directs, byindependent legal counsel in a written opinion or (iii) by the shareholders.

Section 1745 of the PBCL provides that expenses (including attorneys’ fees) incurred in defending any action or proceeding referred to in SubchapterD of Chapter 17 of the PBCL may be paid by a business corporation in advance of the final disposition of the action or proceeding upon receipt of anundertaking by or on behalf of the representative to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by thecorporation as authorized in this subchapter or otherwise. Except as otherwise provided in the bylaws of the corporation, advancement of expenses shall beauthorized by the board of directors.

Section 1746(a) of the PBCL provides that the indemnification and advancement of expenses provided by the previous sections of the PBCL shall notbe deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw,agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity whileholding that office. Section 1746(b) of the PBCL provides that indemnification shall not be made in any case where the act or failure to act giving rise to theclaim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Section 1747 of the PBCL provides that, unless otherwise restricted by its own bylaws, a business corporation shall have power to purchase andmaintain insurance on behalf of any person who is or was a representative of the corporation or is or was serving at the request of the corporation as arepresentative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against any liabilityasserted against him and incurred by him in any such capacity, or arising out of his or her status as such, whether or not the corporation would have thepower to indemnify him or her against that liability under the provisions of Subchapter D of Chapter 17 of the PBCL.

Section 1748 and Section 1749 of the PBCL provide for the extension of the indemnification and advancement of expenses provided by Sections1741-1747 of the PBCL to (i) constituent and surviving corporations and (ii) persons serving as fiduciaries of employee benefit plans.

Section 1750 of the PBCL provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Subchapter D ofChapter 17 of the PBCL, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a representative of thecorporation and shall inure to the benefit of the heirs and personal representative of that person.

The articles of incorporation of each of NEPCO Services Company and Northeastern Power Company do not specify the extent to which thecorporation may indemnify its directors or officers.

The bylaws for each of NEPCO Services Company and Northeastern Power Company provide that the corporation shall indemnify directors andofficers of the corporation to the fullest extent that a corporation may grant indemnification to a person serving in such capacity under the PBCL. Thebylaws require the corporation to advance expenses.

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RegistrantSubsidiaryGuarantorsincorporatedunderthelawsoftheStateofTexas

Dallas Power & Light Company, Inc., Dynegy Operating Company, Generation SVC Company, Lone Star Energy Company, Inc., Lone Star PipelineCompany, Inc., Luminant Energy Trading California Company, Southwestern Electric Service Company, Inc., Texas Electric Service Company, Inc., TexasPower & Light Company, Inc., Texas Utilities Electric Company, Inc., Vistra Corporate Services Company, Vistra EP Properties Company and Wise-FuelsPipeline, Inc. are all incorporated under the laws of the State of Texas.

Section 8.051 of the Texas Business Organization Code (the “TBOC”) provides that a corporation must indemnify a governing person, formergoverning person, or delegate against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is arespondent because the person is or was a governing person or delegate, if the person is wholly successful, on the merits or otherwise, in the defense of theproceeding.

Section 8.101 and Section 8.102 of the TBOC provide that a corporation may indemnify a governing person, former governing person, or delegatewho was, is, or is threatened to be made a respondent in a proceeding if it is determined in accordance with Section 8.103 that: (a) the person (i) acted ingood faith, (ii) reasonably believed (A) in the case of conduct in the person’s official capacity, that the person’s conduct was in the corporation’s bestinterests and (B) in any other case, that the person’s conduct was not opposed to the corporation’s best interests, and (iii) in the case of a criminalproceeding, did not have a reasonable cause to believe the person’s conduct was unlawful, (b) with respect to expenses, the amount of expenses other than ajudgment is reasonable and (c) indemnification should be paid. Indemnification of a person who is found liable to the corporation or is found liable becausethe person improperly received a personal benefit is limited to reasonable expenses actually incurred by the person in connection with the proceeding.

Section 8.104 of the TBOC provides that a corporation may pay or reimburse reasonable expenses incurred by a present governing person or delegatewho was, is, or is threatened to be made a respondent in a proceeding in advance of the final disposition of the proceeding under certain circumstances.

Section 8.105 of the TBOC provides that a corporation may indemnify and advance expenses, to the same extent as a governing person, to a personwho is not a governing person, including an officer, employee, or agent, as provided by (a) the corporation’s governing documents, (b) general or specificaction of the corporation’s governing authority, (c) resolution of the corporation’s owners or members, (d) contract or (e) common law.

Section 8.151 of the TBOC provides that a corporation may purchase or procure or establish and maintain insurance or another arrangement toindemnify or hold harmless an existing or former governing person, delegate, officer, employee, or agent.

The articles of incorporation of each of Generation SVC Company, Lone Star Energy Company, Inc., Southwestern Electric Service Company, Inc.,Lone Star Pipeline Company, Inc., and Texas Utilities Electric Company, Inc. provide that the corporation must indemnify and may purchase and maintaininsurance or other arrangements on behalf of directors and officers of the corporation to the fullest extent permitted by the TBOC. The articles ofincorporation further provide that a director of the corporation shall not be personally liable to the corporation or its shareholders to the fullest extentpermitted by the TBOC.

The articles of incorporation of each of Dallas Power & Light Company, Inc., Texas Electric Service Company, Inc., Texas Power & Light Company,Inc. and Vistra Corporate Services Company provide that the corporation must reimburse or indemnify any director or officer from and against all expensesand liabilities incurred by him or her, or imposed on him or her, including, but not limited to, judgments, settlements, court costs and attorneys’ fees, inconnection with, or arising out of, the defense of any action, suit or preceding in which he or she may be involved by reason of his being or having beensuch director or officer, except with respect to matters as to which he or she shall be adjudged in such action, suit or proceed to be liable because he

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did not act in good faith, or because of dishonesty or conflict of interest in the performance of his duty. The articles of incorporation provide that acorporation may indemnify and insure directors or officers to the fullest extent provided by the TBOC.

The articles of incorporation of Luminant Energy Trading California Company provide that a director of the corporation shall not be liable to thecorporation or its shareholders for monetary damages for any act or omission in his or her capacity as a director to the fullest extent permitted by law.

The articles of incorporation of Vistra EP Properties Company provide that the corporation must indemnify and may insure all directors and officersto the fullest extent permitted by the TBOC. The articles further provide that a director of the corporation shall not be personally liable to the corporation orits shareholders for monetary damages for any act or omission in such director’s capacity as a director to the fullest extent permitted by the TBOC.

The articles of incorporation of each of Dynegy Operating Company and Wise-Fuels Pipeline, Inc. do not specify the extent to which the corporationmay indemnify its directors or officers.

The bylaws of each of Dallas Power & Light Company, Inc., Lone Star Energy Company, Inc., Lone Star Pipeline Company, Inc., Texas ElectricService Company, Inc., Texas Utilities Electric Company, Inc., Southwestern Electric Service Company, Inc., and Texas Power & Light Company, Inc.provide that directors and officers must be indemnified and held harmless by the corporation to the fullest extent provided by applicable law, including bythe TBOC. The bylaws provide further that the corporation (a) must advance expenses under certain circumstances and (b) may maintain insurance onbehalf of the directors and officers.

The bylaws of Dynegy Operating Company provide that the corporation must indemnify directors and officers to the fullest extent to which it isempowered to do so by the TBOC.

The bylaws of each of Generation SVC Company, Luminant Energy Trading California Company, Vistra Corporate Services Company and Vistra EPProperties Company provide that the corporation must indemnify and may purchase insurance or other arrangements for the benefit of directors and officersof the corporation to the fullest extent permitted by the laws of the State of Texas, including the TBOC.

The bylaws of Wise-Fuels Pipeline, Inc. provide that the corporation must indemnify directors and officers of the corporation to the fullest extentpermitted by the TBOC. The bylaws further provide that the corporation must advance expenses.

RegistrantSubsidiaryGuarantorsformedunderthelawsoftheStateofTexas

Big Brown Power Company LLC, Dynegy Power Marketing, LLC, Luminant Energy Company LLC, Luminant Generation Company LLC,Luminant Mining Company LLC, NCA Resources Development Company LLC, Sandow Power Company LLC, TXU Energy Retail Company LLC, ValueBased Brands LLC, Wharton County Generation, LLC are all formed under the laws of the state of Texas.

Section 101.401 of the TBOC provides that the company agreement of a limited liability company may expand or restrict any duties, includingfiduciary duties, and related liabilities that a member, manager, officer, or other person has to the company or to a member or manager of the company.

Section 101.402 of the TBOC provides that a limited liability company may (a) indemnify a member, manager or officer, (b) pay in advance orreimburse expenses incurred by a member, manager or officer and (c) purchase, procure or establish and maintain insurance or other arrangement toindemnify or hold harmless a member, manager or officer.

The limited liability company agreements of each of Big Brown Power Company LLC, Luminant Energy Company LLC, Luminant GenerationCompany LLC, Luminant Mining Company LLC, NCA Resources

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Development Company LLC, Sandow Power Company LLC and TXU Energy Retail Company LLC provide that the company must indemnify anymember, manager or officer of the company to the fullest extent provided by the TBOC. Each limited liability company agreement further provides that thecompany (a) shall, subject to certain limiting circumstances, advance expenses and (b) may purchase and maintain indemnification insurance.

The limited liability company agreements of each of Luminant ET Services Company LLC and Value Based Brands LLC provide that no member,manager or officer of the company shall be liable to the company for any loss, damage or claim incurred by reason of any act or omission performed bysuch person in good faith on behalf of the company and in a manner reasonably believed to be within the scope of authority of such person, except that suchperson shall be liable for any such loss, damage or claim incurred by reason of such person’s gross negligence or willful misconduct. Each limited liabilitycompany agreement further provides that any member, manager or officer of the company shall be indemnified to the fullest extent permitted by the TBOC,and that the company (a) shall, subject to certain limiting circumstances, advance expenses and (b) may purchase and maintain indemnification insurance.

The limited liability company agreement of Dynegy Power Marketing, LLC provides that, to the fullest extent permitted by law, no member, officer,employee or agent of the company shall be liable to the company for any loss, damage or claim incurred by reason of any act or omission performed oromitted by such person in good faith on behalf of the company and in a manner reasonably believed to be within the scope of the authority conferred onsuch person, except that such person shall be liable for any loss, damage or claim incurred by reason of fraud, bad faith, gross negligence or willfulmisconduct on behalf of such member, officer, employee or agent of the company. The limited liability company agreement further provides that anymember, officer, employee or agent of the company shall be indemnified to the fullest extent permitted by applicable law, and that the company shall,subject to certain limiting circumstances, advance expenses.

The limited liability company agreement of Wharton County Generation, LLC provides that, any officer, director, employee, member or affiliate of amember of the company will not be liable for, and will be indemnified and held harmless by the company against, any and all losses, liabilities andreasonable expenses, including attorneys’ fees, arising from proceedings in which such person may be involved, as a party or otherwise, by reason of itsbeing an officer, director, employee, member or affiliate of a member of the company, or by reason of its involvement in the management of the affairs ofthe company; provided, however, that no such person will be held harmless or indemnified for any losses, liabilities or expenses arising out of (a) thefraud, intentional misconduct, or knowing or reckless breach of such person’s obligations or (b) the bad faith of such person.

RegistrantSubsidiaryGuarantorsformedunderthelawsoftheCommonwealthofVirginia

Kincaid Generation, L.L.C. is formed under the laws of the Commonwealth of Virginia.

Section 13.1-1009 of the Virginia Limited Liability Company Act (the “Virginia Act”) provides that a company may, subject to such standards andrestrictions, if any, as are set forth in its articles of organization or an operating agreement, indemnify and hold harmless any member or manager or otherperson from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person for reasonableexpenses incurred by such a person who is a party to a proceeding in advance of final disposition of the proceeding.

The limited liability company agreement of Kincaid Generation, L.L.C. provides that any officer, director, employee, member or affiliate of a memberof the company will not be liable for, and will be indemnified and held harmless by the company against, any and all losses, liabilities and reasonableexpenses, including attorneys’ fees, arising from proceedings in which such person may be involved, as a party or otherwise, by reason of its being anofficer director, employee, member or affiliate of a member of the company, or by reason of its involvement in the management of the affairs of thecompany, whether or not it continues to be such at the time any such loss, liability or expense is paid or incurred; provided, however, that no such personwill be held harmless or indemnified for any losses, liabilities or expenses arising out of (a) the fraud, intentional misconduct,

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or knowing or reckless breach of such person’s obligations to the company or (b) the bad faith of such person. The limited liability company agreementfurther provides that the company must advance reasonable expenses to the fullest extent permitted by the Virginia Act.

Item 21. Exhibits and Financial Statement Schedules.

Exhibits Exhibit Number Description

1.1*

Underwriting Agreement relating to the 4,000,000 7.00% Tangible Equity Units, dated as of June 15, 2016, among Dynegy Inc. (aspredecessor in interest to Vistra Energy Corp.), Morgan Stanley & Co. LLC, and RBC Capital Markets, LLC (incorporated byreference to Exhibit 1.1 to the Current Report on Form 8-K of Dynegy Inc. (File No. 001-33443) filed on June 21, 2016)

2.1*

Order of the United States Bankruptcy Court for the District of Delaware Confirming the Third Amended Joint Plan of Reorganization(which is incorporated by reference to Exhibit 2.1 of Vistra Energy’s Form S-1 (No. 333-215288) filed on December 23, 2016)

2.2*

Agreement and Plan of Merger, dated as of October 29, 2017, by and between Vistra Energy Corp. and Dynegy, Inc. (which isincorporated by reference to Exhibit 2.1 of Vistra Energy’s Form S-4 (No. 333-222049) filed on December 13, 2017)

3.1*

Certificate of Incorporation of TCEH Corp. (now known as Vistra Energy Corp.), dated October 3, 2016 (which is incorporated byreference to Exhibit 3.2 of Vistra Energy’s Form S-1 (No. 333-215288) filed on December 23, 2016)

3.2*

Certificate of Amendment of Certificate of Incorporation of TCEH Corp. (now known as Vistra Energy Corp.), dated November 2,2016 (which is incorporated by reference to Exhibit 3.1 of Vistra Energy’s Form S-1 (No. 333-215288) filed on December 23, 2016)

3.3*

Restated Bylaws of Vistra Energy Corp., dated November 4, 2016 (which is incorporated by reference to Exhibit 3.3 of VistraEnergy’s Form S-1 (No. 333-215288) filed on December 23, 2016)

4.1*

Registration Rights Agreement, by and among TCEH Corp. (now known as Vistra Energy Corp.) and the Holders party thereto, datedas of October 3, 2016 (which is incorporated by reference to Exhibit 4.1 of Vistra Energy’s Form S-1 (No. 001-215288) filed onDecember 23, 2016)

4.2*

2022 Notes Indenture, dated October 27, 2014, among Dynegy Finance II, Inc. and the Trustee (which is incorporated by reference toExhibit 4.8 of Dynegy’s Form 8-K (No. 001-33443) filed on October 30, 2014)

4.3*

First Supplemental Indenture to the 2022 Notes Indenture, dated April 1, 2015, between Dynegy and the Trustee (which isincorporated by reference to Exhibit 4.11 of Dynegy’s Form 8-K (No. 001-33443) filed on April 7, 2015)

4.4*

Second Supplemental Indenture to the 2022 Notes Indenture, dated April 1, 2015, among Dynegy, the Subsidiary Guarantors (asdefined therein), and the Trustee (which is incorporated by reference to Exhibit 4.12 of Dynegy’s Form 8-K (No. 001-33443) filed onApril 7, 2015)

4.5*

Third Supplemental Indenture to the 2022 Notes Indenture, dated April 2, 2015, among Dynegy, the Subsidiary Guarantors (as definedtherein), and the Trustee (which is incorporated by reference to Exhibit 4.17 of Dynegy’s Form 8-K (No. 001-33443) filed on April 8,2015)

4.6*

Fourth Supplemental Indenture to the 2022 Notes Indenture, dated May 11, 2015, among Dynegy, the Subsidiary Guarantors (asdefined therein), and the Trustee (which is incorporated by reference to Exhibit 4.2 of Dynegy’s Form 10-Q (No. 001-33443) filed onAugust 7, 2015)

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ExhibitNumber Description

4.7*

Fifth Supplemental Indenture to the 2022 Notes Indenture, dated September 21, 2015, among Dynegy, the Subsidiary Guarantors (asdefined therein), and the Trustee (which is incorporated by reference to Exhibit 4.2 of Dynegy’s Form 10-Q (No. 001-33443) filed onNovember 5, 2015)

4.8*

Sixth Supplemental Indenture to the 2022 Notes Indenture, dated February 2, 2017, among Dynegy, the Subsidiary Guarantors (asdefined therein), and the Trustee (which is incorporated by reference to Exhibit 4.24 of Dynegy’s Form 10-K (No. 001-33443) filed onFebruary 24, 2017)

4.9*

Seventh Supplemental Indenture to the 2022 Notes Indenture, dated February 7, 2017, among Dynegy, the Subsidiary Guarantors (asdefined therein), and the Trustee (which is incorporated by reference to Exhibit 4.25 of Dynegy’s Form 10-K (No. 001-33443) filed onFebruary 24, 2017)

4.10*

Eighth Supplemental Indenture to the 2022 Notes Indenture, dated April 9, 2018, among the Company, the Subsidiary Guarantors (asdefined therein), and the Trustee (which is incorporated by reference to Exhibit 4.19 of Vistra Energy’s Form 8-K (No. 001-38086) filedon April 9, 2018)

4.11*

Ninth Supplemental Indenture to the 2022 Notes Indenture, dated June 14, 2018, among the Guaranteeing Subsidiaries (as definedtherein), the Company, the Subsidiary Guarantors (as defined therein) and the Trustee (which is incorporated by reference to Exhibit 4.1of Vistra Energy’s Form 8-K (No. 001-38086) filed on June 15, 2018)

4.12*

Form of 7.375% Senior Note due 2022 (which is incorporated by reference to Exhibit 4.8 of Dynegy’s Form 8-K (No. 001-33443) filedon October 30, 2014)

4.13*

2023 Notes Indenture, dated May 20, 2013, among Dynegy, the Subsidiary Guarantors (as defined therein), and the Trustee (which isincorporated by reference to Exhibit 4.1 of Dynegy’s Form 8-K (No. 001-33443) filed on May 21, 2013)

4.14*

First Supplemental Indenture to the 2023 Notes Indenture, dated as of December 5, 2014, among Dynegy, the Subsidiary Guarantors (asdefined therein), and the Trustee (which is incorporated by reference to Exhibit 4.3 of Dynegy’s Form 10-K (No. 001-33443) filed onFebruary 27, 2014)

4.15*

Second Supplemental Indenture to the 2023 Notes Indenture, dated April 1, 2015, among Dynegy, the Subsidiary Guarantors (as definedtherein), and the Trustee (which is incorporated by reference to Exhibit 4.20 of Dynegy’s Form 8-K (No. 001-33443) filed on April 7,2015)

4.16*

Third Supplemental Indenture to the 2023 Notes Indenture, dated April 2, 2015, among Dynegy, the Subsidiary Guarantors (as definedtherein), and the Trustee (which is incorporated by reference to Exhibit 4.28 of Dynegy’s Form 8-K (No. 001-33443) filed on April 8,2015)

4.17*

Fourth Supplemental Indenture to the 2023 Notes Indenture, dated May 11, 2015, among Dynegy, the Subsidiary Guarantors (as definedtherein), and the Trustee (which is incorporated by reference to Exhibit 4.4 of Dynegy’s Form 10-Q (No. 001-33443) filed on August 7,2015)

4.18*

Fifth Supplemental Indenture to the 2023 Notes Indenture, dated September 21, 2015, among Dynegy, the Subsidiary Guarantors (asdefined therein), and the Trustee (which is incorporated by reference to Exhibit 4.4 of Dynegy’s Form 10-Q (No. 001-33443) filed onNovember 5, 2015)

4.19*

Sixth Supplemental Indenture to the 2023 Notes Indenture, dated February 2, 2017, among Dynegy, the Subsidiary Guarantors (asdefined therein), and the Trustee (which is incorporated by reference to Exhibit 4.7 of Dynegy’s Form 10-K (No. 001-33443) filed onFebruary 24, 2017)

4.20*

Seventh Supplemental Indenture to the 2023 Notes Indenture, dated February 7, 2017, among Dynegy, the Subsidiary Guarantors (asdefined therein), and the Trustee (which is incorporated by reference to Exhibit 4.8 of Dynegy’s Form 10-K (No. 001-33443) filed onFebruary 24, 2017)

4.21*

Eighth Supplemental Indenture to the 2023 Notes Indenture, dated April 9, 2018, among the Company, the Subsidiary Guarantors (asdefined therein), and the Trustee (which is incorporated by reference to Exhibit 4.29 of Vistra Energy’s Form 8-K (No. 001-38086) filedon April 9, 2018)

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4.22*

Ninth Supplemental Indenture to the 2023 Notes Indenture, dated June 14, 2018, among the Guaranteeing Subsidiaries (as definedtherein), the Company, the Subsidiary Guarantors (as defined therein) and the Trustee (which is incorporated by reference to Exhibit 4.2of Vistra Energy’s Form 8-K (No. 001-38086) filed on June 15, 2018)

4.23*

Form of 5.875% Senior Note due 2023 (which is incorporated by reference to Exhibit 4.1 of Dynegy’s Form 8-K (No. 001-33443) filedon May 21, 2013)

4.24*

2024 7.625% Notes Indenture, dated October 27, 2014, among Dynegy Finance II, Inc. and the Trustee (which is incorporated byreference to Exhibit 4.9 of Dynegy’s Form 8-K (No. 001-33443) filed on October 30, 2014)

4.25*

First Supplemental Indenture to the 2024 7.625% Notes Indenture, dated April 1, 2015, between Dynegy and the Trustee (which isincorporated by reference to Exhibit 4.14 of Dynegy’s Form 8-K (No. 001-33443) filed on April 7, 2015)

4.26*

Second Supplemental Indenture to the 2024 7.625% Notes Indenture, dated April 1, 2015, among Dynegy, the Subsidiary Guarantors (asdefined therein), and the Trustee (which is incorporated by reference to Exhibit 4.15 of Dynegy’s Form 8-K (No. 001-33443) filed onApril 7, 2015)

4.27*

Third Supplemental Indenture to the 2024 7.625% Notes Indenture, dated April 2, 2015, among Dynegy, the Subsidiary Guarantors (asdefined therein), and the Trustee (which is incorporated by reference to Exhibit 4.21 of Dynegy’s Form 8-K (No. 001-33443) filed onApril 8, 2015)

4.28*

Fourth Supplemental Indenture to the 2024 7.625% Notes Indenture, dated May 11, 2015, among Dynegy, the Subsidiary Guarantors (asdefined therein), and the Trustee (which is incorporated by reference to Exhibit 4.3 of Dynegy’s Form 10-Q (No. 001-33443) filed onAugust 7, 2015)

4.29*

Fifth Supplemental Indenture to the 2024 7.625% Notes Indenture, dated September 21, 2015, among Dynegy, the Subsidiary Guarantors(as defined therein), and the Trustee (which is incorporated by reference to Exhibit 4.3 of Dynegy’s Form 10-Q (No. 001-33443) filed onNovember 5, 2015)

4.30*

Sixth Supplemental Indenture to the 2024 7.625% Notes Indenture, dated February 2, 2017, among Dynegy, the Subsidiary Guarantors(as defined therein), and the Trustee (which is incorporated by reference to Exhibit 4.32 of Dynegy’s Form 10-K (No. 001-33443) filed onFebruary 24, 2017)

4.31*

Seventh Supplemental Indenture to the 2024 7.625% Notes Indenture, dated February 7, 2017, among Dynegy, the Subsidiary Guarantors(as defined therein), and the Trustee (which is incorporated by reference to Exhibit 4.33 of Dynegy’s Form 10-K (No. 001-33443) filed onFebruary 24, 2017)

4.32*

Eighth Supplemental Indenture to the 2024 7.625% Notes Indenture, dated April 9, 2018, among the Company, the SubsidiaryGuarantors (as defined therein), and the Trustee (which is incorporated by reference to Exhibit 4.39 of Vistra Energy’s Form 8-K (No.001-38086) filed on April 9, 2018)

4.33*

Ninth Supplemental Indenture to the 2024 7.625% Notes Indenture, dated June 14, 2018, among the Guaranteeing Subsidiaries (asdefined therein), the Company, the Subsidiary Guarantors (as defined therein) and the Trustee (which is incorporated by reference toExhibit 4.3 of Vistra Energy’s Form 8-K (No. 001-38086) filed on June 15, 2018)

4.34*


4.35*

2024 8.034% Notes Indenture, dated February 2, 2017, by and among Dynegy, the guarantors party thereto and the Trustee (which isincorporated by reference to Exhibit 4.2 of Dynegy’s Form 8-K (No. 001-33443) filed on February 7, 2017)

4.36*

First Supplemental Indenture to the 2024 8.034% Notes Indenture, dated February 7, 2017, between Dynegy, the Subsidiary Guarantors(as defined therein), and the Trustee (which is incorporated by reference to Exhibit 4.41 of Dynegy’s Form 10-K (No. 001-33443) filed onFebruary 24, 2017)




































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4.37*

Second Supplemental Indenture to the 2024 8.034% Notes Indenture, dated April 9, 2018, among the Company, the SubsidiaryGuarantors (as defined therein), and the Trustee (which is incorporated by reference to Exhibit 4.43 of Vistra Energy’s Form 8-K (No.001-38086) filed on April 9, 2018)

4.38*

Third Supplemental Indenture to the 2024 8.034% Notes Indenture, dated June 14, 2018, among the Guaranteeing Subsidiaries (asdefined therein), the Company, the Subsidiary Guarantors (as defined therein) and the Trustee (which is incorporated by reference toExhibit 4.4 of Vistra Energy’s Form 8-K (No. 001-38086) filed on June 15, 2018)

4.39*

Form of 8.034% Senior Note due 2024 (which is incorporated by reference to Exhibit 4.2 of Dynegy’s Form 8-K (No. 001-33443) filedon February 7, 2017)

4.40*

2025 Notes Indenture, dated October 11, 2016, between Dynegy and the Trustee (which is incorporated by reference to Exhibit 4.1 ofDynegy’s Form 8-K (No. 001-33443) filed on October 11, 2016)

4.41*

First Supplemental Indenture to the 2025 Notes Indenture, dated February 2, 2017, between Dynegy, the Subsidiary Guarantors (asdefined therein), and the Trustee (which is incorporated by reference to Exhibit 4.35 of Dynegy’s Form 10-K (No. 001-33443) filed onFebruary 24, 2017)

4.42*

Second Supplemental Indenture to the 2025 Notes Indenture, dated February 7, 2017, between Dynegy, the Subsidiary Guarantors (asdefined therein), and the Trustee (which is incorporated by reference to Exhibit 4.36 of Dynegy’s Form 10-K (No. 001-33443) filed onFebruary 24, 2017)

4.43*

Third Supplemental Indenture to the 2025 Notes Indenture, dated April 9, 2018, among the Company, the Subsidiary Guarantors (asdefined therein), and the Trustee (which is incorporated by reference to Exhibit 4.48 of Vistra Energy’s Form 8-K (No. 001-38086) filedon April 9, 2018)

4.44*

Fourth Supplemental Indenture to the 2025 Notes Indenture, dated June 14, 2018, among the Guaranteeing Subsidiaries (as definedtherein), the Company, the Subsidiary Guarantors (as defined therein) and the Trustee (which is incorporated by reference to Exhibit 4.5of Vistra Energy’s Form 8-K (No. 001-38086) filed on June 15, 2018)

4.45*


4.46*

2026 Notes Indenture, dated August 21, 2017, among Dynegy, the Subsidiary Guarantors (as defined therein), and the Trustee (which isincorporated by reference to Exhibit 4.1 of Dynegy’s Form 8-K (No. 001-33443) filed on August 21, 2017)

4.47*

Registration Rights Agreement, dated August 21, 2017, among Dynegy, the Subsidiary Guarantors (as defined therein), and the Trustee(which is incorporated by reference to Exhibit 4.2 of Dynegy’s Form 8-K (No. 001-33443) filed on August 21, 2017)

4.48*

First Supplemental Indenture to the 2026 Notes Indenture, dated April 9, 2018, among the Company, the Subsidiary Guarantors (asdefined therein), and the Trustee (which is incorporated by reference to Exhibit 4.52 of Vistra Energy’s Form 8-K (No. 001-38086) filedon April 9, 2018)

4.49*

Second Supplemental Indenture to the 2026 Notes Indenture, dated June 14, 2018, among the Guaranteeing Subsidiaries (as definedtherein), the Company, the Subsidiary Guarantors (as defined therein) and the Trustee (which is incorporated by reference to Exhibit 4.6of Vistra Energy’s Form 8-K (No. 001-38086) filed on June 15, 2018)

4.50*

Form of 8.125% Senior Note due 2026 (which is incorporated by reference to Exhibit 4.1 of Dynegy’s Form 8-K (No. 001-33443) filedon August 21, 2017)

4.51*

Purchase Contract Agreement, dated June 21, 2016, between Dynegy and the Trustee (which is incorporated by reference to Exhibit 4.3of Dynegy’s Form 8-K (No. 001-33443) filed on June 21, 2016)









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4.52*

First Supplement to the Purchase Contract Agreement, dated April 9, 2018, between the Company, the Purchase Contract Agent and theTrustee (which is incorporated by reference to Exhibit 4.5 of Vistra Energy’s Registration Statement on Form 8-A (No. 001-38086) filed onApril 9, 2018)

4.53* Form of Unit (which is incorporated by reference to Exhibit 4.3 of Dynegy’s Form 8-K (No. 001-33443) filed on June 21, 2016)

4.54*

Form of Purchase Contract (which is incorporated by reference to Exhibit 4.3 of Dynegy’s Form 8-K (No. 001-33443) filed on June 21,2016)

4.55*

Amortizing Notes Indenture, dated June 21, 2016, between Dynegy and the Trustee (which is incorporated by reference to Exhibit 4.1 ofDynegy’s Form 8-K (No. 001-33443) filed on June 21, 2016)

4.56*

First Supplemental Indenture to the Amortizing Notes Indenture, dated June 21, 2016, between Dynegy and the Trustee (which isincorporated by reference to Exhibit 4.2 of Dynegy’s Form 8-K (No. 001-33443) filed on June 21, 2016)

4.57*

Second Supplemental Indenture to the Amortizing Notes Indenture, dated April 9, 2018, between the Company and the Trustee (which isincorporated by reference to Exhibit 4.3 of Vistra Energy’s Registration Statement on Form 8-A (No. 001-38086) filed on April 9, 2018)

4.58*

Form of Amortizing Note (which is incorporated by reference to Exhibit 4.2 of Dynegy’s Form 8-K (No. 001-33443) filed on June 21,2016)

4.59*

Warrant Agreement, dated February 2, 2017, by and among Dynegy, Computershare Inc. and Computershare Trust Company, N.A., aswarrant agent (which is incorporated by reference to Exhibit 4.1 of Dynegy’s Form 8-K (No. 001-33443) filed on February 7, 2017)

4.60*

Supplemental Warrant Agreement, dated as of April 9, 2018 among the Company and the Warrant Agent (which is incorporated byreference to Exhibit 4.2 of Vistra Energy’s Registration Statement on Form 8-A (No. 001-38086) filed on April 9, 2018)

4.61* Form of Warrant (which is incorporated by reference to Exhibit 4.1 of Dynegy’s Form 8-K (No. 001-33443) filed on February 7, 2017)

5.1 Opinion of Sidley Austin LLP

5.2 Opinion of Hunton Andrews Kurth LLP

5.3 Opinion of Pepper Hamilton LLP

5.4 Opinion of Barnes & Thornburg LLP

10.1*

Stockholder’s Agreement, by and between TCEH Corp. (now known as Vistra Energy Corp.) and Apollo Management Holdings, L.P.,dated as of October 3, 2016 (which is incorporated by reference to Exhibit 10.7 of Vistra Energy’s Registration Statement on Form S-1(No. 333-215288) filed on December 23, 2016)

10.2*

Stockholder’s Agreement, by and between TCEH Corp. (now known as Vistra Energy Corp.) and Brookfield Asset Management PrivateInstitutional Capital Adviser (Canada), L.P. and certain of its affiliated entities, dated as of October 3, 2016 (which is incorporated byreference to Exhibit 10.8 of Vistra Energy’s Registration Statement on Form S-1 (No. 333-215288) filed on December 23, 2016)

10.3*

Tax Receivable Agreement, by and between TEX Energy LLC (now known as Vistra Energy Corp.) and American Stock Transfer & TrustCompany, as transfer agent, dated as of October 3, 2016 (which is incorporated by reference to Exhibit 10.10 of Vistra Energy’sRegistration Statement on Form S-1 (No. 333-215288) filed on December 23, 2016)

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10.4*

Tax Matters Agreement, by and among TEX Energy LLC (now known as Vistra Energy Corp.), Energy Future Holdings Corp., EnergyFuture Intermediate Holding Company LLC, EFI Finance Inc. and EFH Merger Co. LLC, dated as of October 3, 2016 (which isincorporated by reference to Exhibit 10.11 of Vistra Energy’s Registration Statement on Form S-1 (No. 333-215288) filed on December 23,2016)

10.5*

Separation Agreement, by and between Energy Future Holdings Corp., TEX Energy LLC (now known as Vistra Energy Corp.) and TEXOperations Company LLC (now known as Vistra Operations LLC), dated as of October 3, 2016 (which is incorporated by reference toExhibit 10.13 of Vistra Energy’s Registration Statement on Form S-1 (No. 333-215288) filed on December 23, 2016)

10.6*

Amended and Restated Split Participant Agreement, by and between Oncor Electric Delivery Company LLC (f/k/a TXU Electric DeliveryCompany) and TEX Operations Company LLC (now known as Vistra Operations Company LLC), dated as of October 3, 2016 (which isincorporated by reference to Exhibit 10.15 of Vistra Energy’s Registration Statement on Form S-1 (No. 333-215288) filed on December 23,2016)

10.7*

Amended and Restated Employment Agreement between Curtis A. Morgan and Vistra Energy Corp., dated May 1, 2018 (which isincorporated by reference to Exhibit 10.1 of Vistra Energy’s Form 8-K (No. 001-38086) filed on May 4, 2018)

10.8*

Employment Agreement between James A. Burke and Vistra Energy Corp., effective as of October 4, 2016 (which is incorporated byreference to Exhibit 10.17 of Vistra Energy’s Registration Statement on Form S-1 (No. 333-215288) filed on December 23, 2016)

10.9*

Employment Agreement between William Holden and Vistra Energy Corp., effective as of December 5, 2016 (which is incorporated byreference to Exhibit 10.18 of Vistra Energy’s Registration Statement on Form S-1 (No. 333-215288) filed on December 23, 2016)

10.10*

Employment Agreement between Carrie Lee Kirby and Vistra Energy Corp., effective as of October 4, 2016 (which is incorporated byreference to Exhibit 10.22 of Vistra Energy’s Registration Statement on Form S-1 (No. 333-215288) filed on February 14, 2017)

10.11*

Employment Agreement between Sara Graziano and Vistra Energy Corp., effective as of October 4, 2016 (which is incorporated byreference to Exhibit 10.23 of Vistra Energy’s Registration Statement on Form S-1 (No. 333-215288) filed on February 14, 2017)

10.12*

Merger Support Agreement, dated as of October 29, 2017, by and between Dynegy Inc. and Stockholders of Vistra Energy Corp. partythereto (which is incorporated by reference to Exhibit 10.1 of Dynegy’s Form 8-K (001-33443) filed on October 30, 2017)

10.13*

Merger Support Agreement, dated as of October 29, 2017, by and between Vistra Energy Corp. and Terawatt Holdings, LP (which isincorporated by reference to Exhibit 10.1 of Vistra Energy’s Form 8-K (No. 001-38086) filed on October 30, 2017)

10.14*

Merger Support Agreement, dated as of October 29, 2017, by and among Vistra Energy Corp. and Oaktree Opportunities Fund VIII, L.P.,Oaktree Huntington Investment Fund, L.P., Oaktree Opportunities Fund VIII (Parallel 2), L.P., Oaktree Opportunities Fund VIIIb, L.P.,Oaktree Opportunities Fund IX, L.P. and Oaktree Opportunities Fund IX (Parallel 2), L.P. (which is incorporated by reference to Exhibit10.2 of Vistra Energy’s Form 8-K (No. 001-38086) filed on October 31, 2017)

10.15*

2016 Omnibus Incentive Plan (which is incorporated by reference to Exhibit 10.6 of Vistra Energy’s Amendment No.2 to Form S-1 (No.333-215288) filed on April 5, 2017)

10.16*

Form of Option Award Agreement (Management) for 2016 Omnibus Incentive Plan (which is incorporated by reference to Exhibit 10.7 ofVistra Energy’s Amendment No.2 to Form S-1 (No. 333-215288) filed on April 5, 2017)












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10.17*

Form of Restricted Stock Unit Award Agreement (Management) for 2016 Omnibus Incentive Plan (which is incorporated by reference toExhibit 10.8 of Vistra Energy’s Amendment No.2 to Form S-1 (No. 333-215288) filed on April 5, 2017)

10.18*

Form of Performance Stock Unit Award Agreement for 2016 Omnibus Incentive Plan (which is incorporated by reference to Exhibit 10(d)of Vistra Energy’s Annual Report on Form 10-K filed on February 26, 2018)

10.19*

Vistra Energy Corp. Executive Annual Incentive Plan (which is incorporated by reference to Exhibit 10.9 of Vistra Energy’s AmendmentNo.2 to Form S-1 (No. 333-215288) filed on April 5, 2017)

10.20*

General Release Agreement, dated as of January 31, 2017, by and between Michael Liebelson and Vistra Energy Corp. (which isincorporated by reference to Exhibit 10.25 of Vistra Energy’s Amendment No.2 to Form S-1 (No. 333-215288) filed on April 5, 2017)

10.21*

Form of indemnification agreement with directors (which is incorporated by reference to Exhibit 10.26 of Vistra Energy’s AmendmentNo.2 to Form S-1 (No. 333-215288) filed on April 5, 2017)

10.22*

Stock Purchase Agreement, dated as of October 25, 2016, by and between TCEH Corp. (now known as Vistra Energy Corp.) and Curtis A.Morgan (which is incorporated by reference to Exhibit 10.29 of Vistra Energy’s Amendment No.2 to Form S-1 (No. 333-215288) filed onApril 5, 2017)

10.23*

Credit Agreement, dated as of October 3, 2016 (which is incorporated by reference to Exhibit 10.1 of Vistra Energy’s RegistrationStatement on Form S-1 (No. 333-215288) filed on December 23, 2016)

10.24*

Amendment to Credit Agreement, dated December 14, 2016, by and among Deutsche Bank AG New York Branch, Vistra OperationsCompany LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto (which is incorporated byreference to Exhibit 10.2 of Vistra Energy’s Registration Statement on Form S-1 (No. 333-215288) filed on December 23, 2016)

10.25*

Second Amendment to Credit Agreement, dated February 1, 2017, by and among Deutsche Bank AG New York Branch, Vistra OperationsCompany LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto (which is incorporated byreference to Exhibit 10.3 of Vistra Energy’s Registration Statement on Form S-1 (No. 333-215288) filed on December 23, 2016)

10.26*

Third Amendment to Credit Agreement, dated February 28, 2017, by and among Deutsche Bank AG New York Branch, Vistra OperationsCompany LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto (which is incorporated byreference to Exhibit 10.4 of Vistra Energy’s Registration Statement on Form S-1 (No. 333-215288) filed on December 23, 2016)

10.27*

Fourth Amendment to Credit Agreement, dated as of August 17, 2017 (effective August 17, 2017), by and among Deutsche Bank AG NewYork Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto(which is incorporated by reference to Exhibit 10.1 of Vistra Energy’s Form 8-K (No. 001-38086) filed on August 17, 2017)

10.28*

Fifth Amendment to Credit Agreement, dated as of December 14, 2017 (effective December 14, 2017), by and among Deutsche Bank AGNew York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders partythereto (which is incorporated by reference to Exhibit 10.1 of Vistra Energy’s Form 8-K (No. 001-38086) filed on December 14, 2017)

10.29*

Sixth Amendment to Credit Agreement, dated as of February 20, 2018 (effective February 20, 2018), by and among Deutsche Bank AGNew York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders partythereto (which is incorporated by reference to Exhibit 10.1 of Vistra Energy’s Form 8-K (No. 001-38086) filed on February 22, 2018)



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10.30*

Seventh Amendment to the Credit Agreement, dated June 14, 2018, by and among Vistra Operations Company LLC, Vistra IntermediateCompany LLC, the other Credit Parties party thereto, Credit Suisse and Citibank, N.A. as the 2018 Incremental Term Loan Lenders, thefinancial institutions providing 2018 New Revolving Credit Commitments (as defined therein), the various other Lenders party thereto, theAdditional Revolving Letter Credit Issuers (as defined therein) party thereto, the other Letter of Credit Issuers party thereto, Deutsche Bankas Resigning Administrative Agent (as defined therein) and as Resigning Collateral Agent (as defined therein), Credit Suisse as SuccessorAdministrative Agent (as defined therein) and as Successor Collateral Agent (as defined therein), and Delaware Trust Company, asCollateral Trustee (as defined therein) (which is incorporated by reference to Exhibit 10.1 of Vistra Energy’s Form 8-K (No. 001-38086)filed on June 15, 2018)

10.31*

Collateral Trust Agreement, by and among TEX Operations Company LLC (now known as Vistra Operations LLC), the Grantors fromtime to time thereto, Railroad Commission of Texas, as first-out representative, and Deutsche Bank AG, New York Branch, as senior creditagreement representative, dated as of October 3, 2016 (which is incorporated by reference to Exhibit 10.5 of Vistra Energy’s AmendmentNo.2 to Form S-1 (No. 333-215288) filed on April 5, 2017)

10.32*

Collateral Trust Agreement Amendment (amended pursuant to the Seventh Amendment), to the Collateral Trust Agreement, effectivepursuant to the Seventh Amendment as of June 14, 2018, among Vistra Operations Company LLC, the other Grantors from time to timeparty thereto, Railroad Commission of Texas, as First-Out Representative, Credit Suisse AG, Cayman Islands Branch, as Senior CreditAgreement Agent, and Delaware Trust Company, as Collateral Trustee (which is incorporated by reference to Exhibit 10.1 of VistraEnergy’s Form 8-K (No. 001-38086) filed on June 15, 2018)

10.33*

Collateral Trust Joinder, dated June 14, 2018, between the Additional Grantors party thereto and Delaware Trust Company, as CollateralTrustee, to the Collateral Trust Agreement, effective pursuant to the Seventh Amendment as of June 14, 2018, among Vistra OperationsCompany LLC, the other Grantors from time to time party thereto, Railroad Commission of Texas, as First-Out Representative, CreditSuisse AG, Cayman Islands Branch, as Senior Credit Agreement Agent, and Delaware Trust Company, as Collateral Trustee (which isincorporated by reference to Exhibit 10.3 of Vistra Energy’s Form 8-K (No. 001-38086) filed on June 15, 2018)

10.34*

Tax Receivable Agreement, by and between TEX Energy LLC (now known as Vistra Energy Corp.) and American Stock Transfer & TrustCompany, as transfer agent, dated as of October 3, 2016 (which is incorporated by reference to Exhibit 10.13 of Vistra Energy’sAmendment No.2 to Form S-1 (No. 333-215288) filed on April 5, 2017)

10.35*

Tax Matters Agreement, by and among TEX Energy LLC (now known as Vistra Energy Corp.), Energy Future Holdings Corp., EnergyFuture Intermediate Holding Company LLC, EFI Finance Inc. and EFH Merger Co. LLC, dated as of October 3, 2016 (which isincorporated by reference to Exhibit 10.14 of Vistra Energy’s Amendment No.2 to Form S-1 (No. 333-215288) filed on April 5, 2017)

10.36*

Transition Services Agreement, by and between Energy Future Holdings Corp. and TEX Operations Company LLC (now known as VistraOperations Company LLC), dated as of October 3, 2016 (which is incorporated by reference to Exhibit 10.15 of Vistra Energy’sAmendment No.2 to Form S-1 (No. 333-215288) filed on April 5, 2017)

10.37*

Separation Agreement, by and between Energy Future Holdings Corp., TEX Energy LLC (now known as Vistra Energy Corp.) and TEXOperations Company LLC (now known as Vistra Operations LLC), dated as of October 3, 2016 (which is incorporated by reference toExhibit 10.16 of Vistra Energy’s Amendment No.2 to Form S-1 (No. 333-215288) filed on April 5, 2017)

10.38*

Purchase and Sale Agreement, dated as of November 25, 2015, by and between La Frontera Ventures, LLC and Luminant HoldingCompany LLC (which is incorporated by reference to Exhibit 10.17 of Vistra Energy’s Amendment No.2 to Form S-1 (No. 333-215288)filed on April 5, 2017)






































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10.39*

Amended and Restated Split Participant Agreement, by and between Oncor Electric Delivery Company LLC (f/k/a TXU Electric DeliveryCompany) and TEX Operations Company LLC (now known as Vistra Operations Company LLC), dated as of October 3, 2016 (which isincorporated by reference to Exhibit 10.18 of Vistra Energy’s Amendment No.2 to Form S-1 (No. 333-215288) filed on April 5, 2017)

10.40*

Lease Agreement, dated February 14, 2002, between State Street Bank and Trust Company of Connecticut, National Association, anowner trustee of ZSF/Dallas Tower Trust, a Delaware grantor trust, as lessor and EFH Properties Company (now known as Vistra EPProperties Company), as Lessee (Energy Plaza Property) (which is incorporated by reference to Exhibit 10.27 of Vistra Energy’sAmendment No.2 to Form S-1 (No. 333-215288) filed on April 5, 2017)

10.41*

First Amendment, dated June 1, 2007, to Lease Agreement, dated February 14, 2002 (which is incorporated by reference to Exhibit 10.28of Vistra Energy’s Amendment No.2 to Form S-1 (No. 333-215288) filed on April 5, 2017)

10.42*

Asset Purchase Agreement, dated as of July 5, 2017, by and among Odessa-Ector Power Partners, L.P., La Frontera Holdings, LLC, VistraOperations Company LLC, Koch Resources, LLC (which is incorporated by reference to Exhibit 10(a) of Vistra Energy’s Form 8-K (No.001-38086) filed on July 7, 2017)

10.43*

Dynegy Inc. Severance Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc. (FileNo. 001-33443) filed on October 30, 2015

10.44*

Dynegy Inc. Restoration 401(k) Savings Plan, effective June 1, 2008 (incorporated by reference to Exhibit 10.2 to the Quarterly Report onForm 10-Q of Dynegy Inc. (File No. 001-33443) filed on August 7, 2008)

10.45*

First Amendment to the Dynegy Inc. Restoration 401(k) Savings Plan, effective June 1, 2008 (incorporated by reference to Exhibit 10.3 tothe Quarterly Report on Form 10-Q of Dynegy Inc. (File No. 001-33443) filed on August 7, 2008)

10.46*

Second Amendment to Dynegy Inc. Restoration 401(k) Savings Plan, effective January 1, 2012 (incorporated by reference to Exhibit 10.23to the Annual Report on Form 10-K of Dynegy Inc. (File No. 1-33443) for the year ended December 31, 2011)

10.47*

Dynegy Inc. Restoration Pension Plan, effective June 1, 2008 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form10-Q of Dynegy Inc. (File No. 001-33443) filed on August 7, 2008)

10.48*

First Amendment to the Dynegy Inc. Restoration Pension Plan, effective June 1, 2008 (incorporated by reference to Exhibit 10.5 to theQuarterly Report on Form 10-Q of Dynegy Inc. (File No. 001-33443) filed on August 7, 2008)

10.49*

Second Amendment to the Dynegy Inc. Restoration Pension Plan, executed on July 2, 2010 (incorporated by reference to Exhibit 10.4 tothe Quarterly Report on Form 10-Q of Dynegy Inc. and Dynegy Holdings Inc. (File No. 000-29311) filed on August 6, 2010)

10.50*

Third Amendment to Dynegy Inc. Restoration Pension Plan, effective January 1, 2012 (incorporated by reference to Exhibit 10.27 to theAnnual Report on Form 10-K of Dynegy Inc. (File No. 1-33443) for the year ended December 31, 2011)

10.51*

Dynegy Inc. 2009 Phantom Stock Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc. (FileNo. 001-33443) filed on March 10, 2009)

10.52*

First Amendment to the Dynegy Inc. 2009 Phantom Stock Plan, dated as of July 8, 2011 (incorporated by reference to Exhibit 10.2 to theQuarterly Report on Form 10-Q of Dynegy Inc. (File No. 1- 33443) for the quarter ended June 30, 2011)










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10.53*

Dynegy Inc. Incentive Compensation Plan, as amended and restated effective May 21, 2010 (incorporated by reference to Exhibit 10.34 tothe Annual Report on Form 10-K of Dynegy Inc. (File No. 001-33443) for the year ended December 31, 2010)

10.54*

Amended and Restated 2012 Long Term Incentive Plan (incorporated by reference to Annex B to the Proxy Statement on Schedule 14A ofDynegy Inc. (File No. 001-33443) filed on March 31, 2016)

12.1 Statement of computation of ratios of earnings to fixed charges

21.1 Subsidiaries of Vistra Energy Corp.

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of Ernst & Young LLP

23.3 Consent of Sidley Austin LLP (included in Exhibit 5.1)

23.4 Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.2)

23.5 Consent of Pepper Hamilton LLP (included in Exhibit 5.3)

23.6 Consent of Barnes & Thornburg LLP (included in Exhibit 5.4)

24.1 Powers of Attorney (included in signature pages hereto)

25.1

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, for Wilmington Trust, National Association, astrustee with respect to the Indenture dated August 21, 2017

99.1 Form of Letter of Transmittal

99.2 Form of Letter to the Depository Trust Company Participants

99.3 Form of Letter to Beneficial Owners * Previously filed.

FinancialStatements

None. Financial statement schedules have been omitted since the required information is included in the consolidated financial statements of Vistra andDynegy incorporated by reference into this registration statement.

Item 22. Undertakings.

(a) Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effectiveamendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would notexceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the formof prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percentchange in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or anymaterial change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be anew registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fideoffering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the terminationof the offering.

(b) Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of theregistrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of anemployee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registrationstatement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall bedeemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of theregistrant pursuant to the foregoing provisions, or otherwise, each of the registrants has been advised that in the opinion of the Securities and ExchangeCommission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim forindemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person ofthe registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with thesecurities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court ofappropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed bythe final adjudication of such issue.

(d) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectuspursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first classmail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statementthrough the date of responding to the request.

(e) Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, andthe company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by theundersigned, thereunto duly authorized in the City of Irving, State of Texas on July 20, 2018.

Vistra Energy Corp. (Registrant)

By: /s/ Curtis A. Morgan Name: Curtis A. Morgan Title: President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below authorizes Curtis A. Morgan, J. William Holden and Stephanie Zapata Moore, or any of them, as his orher attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his or her behalf, in any and allcapacities, any and all amendments (including post-effective amendments) to this registration statement (and any additional registration statement relatedhereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)),and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessaryor advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and ExchangeCommission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, as the case may be,which amendments may make such changes in such registration statement, as the case may be, as such attorney may deem appropriate, and with full powerand authority to perform and do any and all acts and things whatsoever, which any such attorney or substitute may deem necessary or advisable to beperformed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present andacting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacitiesand on July 20, 2018:

Signatures Title

/s/ Curtis A. MorganCurtis A. Morgan

President, Chief Executive Officer and Director(Principal Executive Officer)

/s/ J. William HoldenJ. William Holden

Executive Vice President and Chief Financial Officer(Principal Financial Officer)

/s/ Christy DobryChristy Dobry

Vice President and Controller(Principal Accounting Officer)

/s/ Scott B. HelmScott B. Helm

Chairman and Director

/s/ Hilary E. AckermannHilary E. Ackermann

Director

/s/ Gavin R. BaieraGavin R. Baiera

Director

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Signatures Title

/s/ Paul M. BarbasPaul M. Barbas

Director

/s/ Brian K. FerraioliBrian K. Ferraioli

Director

/s/ Jeff D. HunterJeff D. Hunter

Director

/s/ Cyrus MadonCyrus Madon

Director

/s/ Geoffrey D. StrongGeoffrey D. Strong

Director

/s/ John R. Sult DirectorJohn R. Sult

/s/ Bruce E. Zimmerman DirectorBruce E. Zimmerman

*By: /s/ Curtis A. Morgan

Curtis A. Morgan Attorney-in-fact

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SIGNATURES


ANP Bellingham Energy Company, LLC



Each person whose signature appears below authorizes Curtis A. Morgan, J. William Holden and Stephanie Zapata Moore, or any of them, as his or herattorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his or her behalf, in any and all capacities,any and all amendments (including post-effective amendments) to this registration statement (and any additional registration statement related heretopermitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and tofile the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary oradvisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and ExchangeCommission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, as the case may be,which amendments may make such changes in such registration statement, as the case may be, as such attorney may deem appropriate, and with full powerand authority to perform and do any and all acts and things whatsoever, which any such attorney or substitute may deem necessary or advisable to beperformed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present andacting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities andon July 20, 2018:

Signatures Title

/s/ Curtis A. Morgan Curtis A. Morgan

President and Chief Executive Officer(Principal Executive Officer)

/s/ J. William Holden J. William Holden


/s/ Christy Dobry Christy Dobry


Vistra Operations Company LLC Sole Member

/s/ Ashley A. Burton Name: Ashley A. Burton Title: Assistant Secretary

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ANP Blackstone Energy Company, LLC





Signatures Title









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Big Brown Power Company LLC





Signatures Title


President, Chief Executive Officer and Manager(Principal Executive Officer)





/s/ James A. Burke James A. Burke

Manager

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Brighten Energy LLC

By: /s/ Scott A. Hudson Name: Scott A. Hudson Title: President




Signatures Title

Scott A. Hudson

President(Principal Executive Officer)






Manager


Manager

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Calumet Energy Team, LLC





Signatures Title









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Casco Bay Energy Company, LLC





Signatures Title







Dynegy Power Generation, Inc. Sole Member


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Coffeen and Western Railroad Company





Signatures Title








Director

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Coleto Creek Power, LLC





Signatures Title








Manager

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Comanche Peak Power Company LLC





Signatures Title








Manager

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Dallas Power & Light Company, Inc.





Signatures Title








Director

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Dynegy Administrative Services Company





Signatures Title








Director

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Dynegy Associates Northeast LP, Inc.





Signatures Title








Director

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Dynegy Coal Generation, LLC





Signatures Title







Dynegy Commercial Asset Management, LLC Sole Member


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Dynegy Coal Holdco, LLC





Signatures Title









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Dynegy Coal Trading & Transportation, L.L.C.





Signatures Title







Dynegy Coal Holdco, LLC Sole Member


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Dynegy Commercial Asset Management, LLC





Signatures Title









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Dynegy Conesville, LLC





Signatures Title







Dynegy Coal Generation, LLC Sole Member


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Dynegy Dicks Creek, LLC





Signatures Title









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Dynegy Energy Services (East), LLC

By: /s/ Curtis A. Morgan Name: Curtis A. Morgan Title: Chief Executive Officer




Signatures Title


Chief Executive Officer(Principal Executive Officer)





Dynegy Energy Services, LLC Sole Member


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Dynegy Energy Services, LLC





Signatures Title


Chief Executive Officer(Principal Executive Officer)







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Dynegy Fayette II, LLC





Signatures Title









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Dynegy Gas Imports, LLC





Signatures Title









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Dynegy Hanging Rock II, LLC





Signatures Title









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Dynegy Kendall Energy, LLC





Signatures Title







Dynegy Power, LLC Sole Member


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Dynegy Killen, LLC





Signatures Title









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Dynegy Marketing and Trade, LLC





Signatures Title









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Dynegy Miami Fort, LLC





Signatures Title









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Dynegy Midwest Generation, LLC





Signatures Title







Dynegy Coal Holdco, LLC Sole Member


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Dynegy Morro Bay, LLC





Signatures Title









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Dynegy Moss Landing, LLC





Signatures Title









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Dynegy Northeast Generation GP, Inc.





Signatures Title








Director

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Dynegy Oakland, LLC





Signatures Title









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Dynegy Operating Company





Signatures Title








Director

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Dynegy Power Generation, Inc.





Signatures Title








Director

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Dynegy Power Marketing, LLC





Signatures Title







Dynegy Midwest Generation, LLC Sole Member


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Dynegy Power, LLC





Signatures Title









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Dynegy Resource II, LLC





Signatures Title









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Dynegy Resources Generating Holdco, LLC





Signatures Title







EquiPower Resources Corp. Sole Member


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Dynegy South Bay, LLC





Signatures Title









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Dynegy Stuart, LLC





Signatures Title









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Dynegy Washington II, LLC





Signatures Title









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Dynegy Zimmer, LLC





Signatures Title









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Ennis Power Company, LLC





Signatures Title







Vistra Asset Company LLC Sole Member


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EquiPower Resources Corp.





Signatures Title








Director

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Forney Pipeline, LLC





Signatures Title








Manager

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Generation SVC Company





Signatures Title








Director

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Havana Dock Enterprises, LLC





Signatures Title







Dynegy Midwest Generation, LLC Sole Member


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Hays Energy, LLC





Signatures Title









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Hopewell Power Generation, LLC





Signatures Title








Manager

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Illinois Power Generating Company





Signatures Title


Chief Executive Officer and Director(Principal Executive Officer)






Director

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Illinois Power Marketing Company





Signatures Title


Chief Executive Officer and Director(Principal Executive Officer)






Director

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Illinois Power Resources Generating, LLC





Signatures Title







Illinois Power Resources, LLC Sole Member


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Illinois Power Resources, LLC





Signatures Title







IPH, LLC Sole Member


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Illinova Corporation





Signatures Title








Director

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IPH, LLC





Signatures Title









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Kincaid Generation, L.L.C.





Signatures Title







Dynegy Resources Generating Holdco, LLC Sole Member


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La Frontera Holdings, LLC





Signatures Title








Manager

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Lake Road Generating Company, LLC





Signatures Title









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Liberty Electric Power, LLC





Signatures Title









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Lone Star Energy Company, Inc.





Signatures Title








Director

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Lone Star Pipeline Company, Inc.





Signatures Title








Director

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Luminant Energy Company LLC





Signatures Title








Manager

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Luminant Energy Trading California Company





Signatures Title








Director

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Luminant ET Services Company LLC





Signatures Title








Manager

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Luminant Generation Company LLC





Signatures Title








Manager

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Luminant Mining Company LLC





Signatures Title








Manager

Table of Contents

SIGNATURES


Masspower, LLC





Signatures Title








Manager

Table of Contents

SIGNATURES


Midlothian Energy, LLC





Signatures Title









Table of Contents

SIGNATURES


Milford Power Company, LLC





Signatures Title









Table of Contents

SIGNATURES


NCA Resources Development Company LLC





Signatures Title








Manager

Table of Contents

SIGNATURES


NEPCO Services Company





Signatures Title








Director

Table of Contents

SIGNATURES


Northeastern Power Company





Signatures Title








Director

Table of Contents

SIGNATURES


Oak Grove Management Company LLC





Signatures Title








Manager

Table of Contents

SIGNATURES


Ontelaunee Power Operating Company, LLC





Signatures Title









Table of Contents

SIGNATURES


Pleasants Energy, LLC





Signatures Title









Table of Contents

SIGNATURES


Richland-Stryker Generation LLC





Signatures Title







Dynegy Resources Generating Holdco, LLC Sole Member


Table of Contents

SIGNATURES


Sandow Power Company LLC





Signatures Title








Manager

Table of Contents

SIGNATURES


Sithe Energies, Inc.





Signatures Title








Director

Table of Contents

SIGNATURES


Sithe/Independence LLC





Signatures Title







Sithe Energies, Inc. Sole Member


Table of Contents

SIGNATURES


Southwestern Electric Service Company, Inc.





Signatures Title








Director

Table of Contents

SIGNATURES


Texas Electric Service Company, Inc.





Signatures Title








Director

Table of Contents

SIGNATURES


Texas Power & Light Company, Inc.





Signatures Title








Director

Table of Contents

SIGNATURES


Texas Utilities Electric Company, Inc.





Signatures Title








Director

Table of Contents

SIGNATURES


T-Fuels, LLC





Signatures Title









Table of Contents

SIGNATURES


TXU Energy Retail Company LLC





Signatures Title


Chief Executive Officer and Manager(Principal Executive Officer)






Manager

Table of Contents

SIGNATURES


TXU Retail Services Company





Signatures Title








Director

Table of Contents

SIGNATURES


Upton County Solar 2, LLC





Signatures Title








Manager

Table of Contents

SIGNATURES


Value Based Brands LLC





Signatures Title








Manager

Table of Contents

SIGNATURES


Vistra Asset Company LLC





Signatures Title








Manager

Table of Contents

SIGNATURES


Vistra Corporate Services Company





Signatures Title








Director

Table of Contents

SIGNATURES


Vistra EP Properties Company





Signatures Title








Director

Table of Contents

SIGNATURES


Vistra Finance Corp.





Signatures Title








Director

Table of Contents

SIGNATURES


Vistra Intermediate Company LLC





Signatures Title








Manager

Table of Contents

SIGNATURES


Vistra Operations Company LLC





Signatures Title








Manager

Table of Contents

SIGNATURES


Vistra Preferred Inc.





Signatures Title








Director

Table of Contents

SIGNATURES


Wharton County Generation, LLC





Signatures Title









Table of Contents

SIGNATURES


Wise County Power Company, LLC





Signatures Title









Table of Contents

SIGNATURES


Wise-Fuels Pipeline, Inc.





Signatures Title








Director

Exhibit 5.1

SIDLEY AUSTIN LLP2021 MCKINNEY AVENUE, SUITE 2000DALLAS, TX 75201+1 214 981 3300+1 214 981 3400 FAX

AMERICA • ASIA PACIFIC • EUROPE

July 20, 2018

Vistra Energy Corp.6555 Sierra DriveIrving, Texas 75039

Re: 8.125% Senior Notes due 2026

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-4 (the “ Registration Statement ”) being filed by Vistra Energy Corp., a Delaware corporation (the “Company ”), and the direct and indirect subsidiaries of the Company listed in Schedule I hereto (the “ Guarantors ”) with the Securities and Exchange Commissionunder the Securities Act of 1933, as amended (the “ Securities Act ”), relating to the registration of $850,000,000 principal amount of the Company’s 8.125%Senior Notes due 2026 (the “ New Notes ”) and the related guarantees of the New Notes (the “ New Guarantees ”) by the Guarantors, which are to be offered inexchange for an equivalent aggregate principal amount of the Company’s outstanding 8.125% Senior Notes due 2026 (the “ Old Notes ”) and the related guaranteesof the Old Notes (the “ Old Guarantees ”) by the guarantors thereof (the “ Old Guarantors ”). The Old Notes and the Old Guarantees were, and the New Notes andthe New Guarantees will be, issued under an Indenture dated as of August 21, 2017 (the “ Original Indenture ”) among the Company, as successor in interest toDynegy Inc. (“ Dynegy ”), the Old Guarantors and Wilmington Trust, National Association, as trustee (the “ Trustee ”), as amended by the First SupplementalIndenture, dated as of April 9, 2018 (the “ First Supplemental Indenture ”), and the Second Supplemental Indenture, dated as of June 14, 2018 (together with theOriginal Indenture and the First Supplemental Indenture, the “ Indenture ”).

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined the Registration Statement, the Indenture and the resolutions adopted by the board of directors of the Company relating to theRegistration Statement and the issuance of the New Notes by the Company and the resolutions adopted by the board of directors or similar governing body of eachGuarantor relating to the Registration Statement and the issuance by each of the Guarantors identified on Schedule II hereto (collectively, the “ SpecifiedGuarantors ”) of the New Guarantee of such Specified Guarantor. We have also examined originals, or copies of originals certified to our satisfaction, of suchagreements, documents, certificates and statements of the Company and the Specified Guarantors and other documents and instruments, and have examined suchquestions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to usas originals, the genuineness of all signatures, the legal capacity of all persons

Vistra Energy Corp.July 20, 2018Page 2 and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, wehave relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and writtenstatements and representations of public officials and officers of the Company and the Specified Guarantors and other representatives of the Company and theSpecified Guarantors.

Based on and subject to the foregoing and the other limitations and qualifications set forth herein, we are of the opinion that the New Notes will be validlyissued and binding obligations of the Company and the New Guarantees by the Specified Guarantors will be valid and binding obligations of the SpecifiedGuarantors when:

(i) the Registration Statement, as finally amended, shall have become effective under the Securities Act and the Indenture shall have been qualified under theTrust Indenture Act of 1939, as amended; and

(ii) the New Notes shall have been duly executed by authorized officers of the Company and authenticated by the Trustee, all in accordance with theIndenture, and shall have been duly delivered against surrender and cancellation of a like principal amount of the Old Notes in the manner described in theRegistration Statement.

Our opinion is subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, voidable transaction and othersimilar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or atlaw), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief. Ouropinion is also subject to (i) provisions of law which may require that a judgment for money damages rendered by a court in the United States of America beexpressed only in United States dollars, (ii) requirements that a claim with respect to any debt securities or other obligations that are denominated or payable otherthan in United States dollars (or a judgment denominated or payable other than in United States dollars in respect of such claim) be converted into United Statesdollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (iii) governmental authority to limit, delay or prohibit the making ofpayments outside of the United States of America or in a foreign currency.

With respect to each instrument or agreement referred to in or otherwise relevant to the opinions set forth herein (each, an “ Instrument ”), we have assumed,to the extent relevant to the opinions set forth herein, that (i) each party to such Instrument (if not a natural person) was duly organized or formed, as the case maybe, and was at all relevant times and is validly existing and in good standing under the laws of its jurisdiction of organization or formation, as the case may be, andhad at all relevant times and has full right, power and authority to execute, deliver and perform its obligations under such Instrument, (ii) such Instrument has beenduly authorized, executed and delivered by each party thereto and (iii) such Instrument was at all times and is a valid, binding and enforceable agreement orobligation, as the case may be, of each party thereto; provided that (x) we make no such assumption in clause (i) or (ii) insofar as such assumption relates to theCompany or the Specified Guarantors and (y) we make no assumption in clause (iii) insofar as such assumption relates to the Company or any Guarator. We havealso assumed that no event has occurred or will occur that would cause the release of the New Guarantee by any Guarantor under the terms of the Indenture.

Vistra Energy Corp.July 20, 2018Page 3

This opinion letter is limited to the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Delaware, and thelaws of the States of Illinois, Texas and New York (excluding the securities laws of such States). We express no opinion as to the laws, rules or regulations of anyother jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.

We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made a partof the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 ofthe Securities Act.

Very truly yours,

/s/ Sidley Austin LLP

Schedule I

Guarantors

Name of Guarantor

State or Other Jurisdiction of Incorporation orOrganization

ANP Bellingham Energy Company, LLC Delaware

ANP Blackstone Energy Company, LLC Delaware

Big Brown Power Company LLC Texas

Brighten Energy LLC Delaware

Calumet Energy Team, LLC Delaware

Casco Bay Energy Company, LLC Delaware

Coffeen and Western Railroad Company Illinois

Coleto Creek Power, LLC Delaware

Comanche Peak Power Company LLC Delaware

Dallas Power & Light Company, Inc. Texas

Dynegy Administrative Services Company Delaware

Dynegy Associates Northeast LP, Inc. Delaware

Dynegy Coal Generation, LLC Delaware

Dynegy Coal Holdco, LLC Delaware

Dynegy Coal Trading & Transportation, L.L.C. Delaware

Dynegy Commercial Asset Management, LLC Ohio

Dynegy Conesville, LLC Delaware

Dynegy Dicks Creek, LLC Delaware

Dynegy Energy Services (East), LLC Delaware

Dynegy Energy Services, LLC Delaware

Dynegy Fayette II, LLC Delaware

Dynegy Gas Imports, LLC Delaware

Dynegy Hanging Rock II, LLC Delaware

Name of Guarantor


Dynegy Kendall Energy, LLC Delaware

Dynegy Killen, LLC Delaware

Dynegy Marketing and Trade, LLC Delaware

Dynegy Miami Fort, LLC Delaware

Dynegy Midwest Generation, LLC Delaware

Dynegy Morro Bay, LLC Delaware

Dynegy Moss Landing, LLC Delaware

Dynegy Northeast Generation GP, Inc. Delaware

Dynegy Oakland, LLC Delaware

Dynegy Operating Company Texas

Dynegy Power Generation, Inc. Delaware

Dynegy Power Marketing, LLC Texas

Dynegy Power, LLC Delaware

Dynegy Resource II, LLC Delaware

Dynegy Resources Generating Holdco, LLC Delaware

Dynegy South Bay, LLC Delaware

Dynegy Stuart, LLC Delaware

Dynegy Washington II, LLC Delaware

Dynegy Zimmer, LLC Delaware

Ennis Power Company, LLC Delaware

EquiPower Resources Corp. Delaware

Forney Pipeline, LLC Delaware

Generation SVC Company Texas

Havana Dock Enterprises, LLC Delaware

Hays Energy, LLC Delaware

Hopewell Power Generation, LLC Delaware

La Frontera Holdings, LLC Delaware

Name of Guarantor

State or Other Jurisdiction of Incorporation or Organization

Lone Star Energy Company, Inc. Texas

Lone Star Pipeline Company, Inc. Texas

Luminant Energy Company LLC Texas

Luminant Energy Trading California Company Texas

Luminant ET Services Company LLC Texas

Luminant Generation Company LLC Texas

Luminant Mining Company LLC Texas

Illinois Power Generating Company Illinois

Illinois Power Marketing Company Illinois

Illinois Power Resources Generating, LLC Delaware

Illinois Power Resources, LLC Delaware

Illinova Corporation Illinois

IPH, LLC Delaware

Kincaid Generation, L.L.C. Virginia

Lake Road Generating Company, LLC Delaware

Liberty Electric Power, LLC Delaware

Masspower, LLC Massachusetts

Midlothian Energy, LLC Delaware

Milford Power Company, LLC Delaware

NCA Resources Development Company LLC Texas

NEPCO Services Company Pennsylvania

Northeastern Power Company Pennsylvania

Oak Grove Management Company LLC Delaware

Ontelaunee Power Operating Company, LLC Delaware

Pleasants Energy, LLC Delaware

Richland-Stryker Generation LLC Delaware

Sandow Power Company LLC Texas

Sithe Energies, Inc. Delaware

Name of Guarantor


Sithe/Independence LLC Delaware

Southwestern Electric Service Company, Inc. Texas

Texas Electric Service Company, Inc. Texas

Texas Power & Light Company, Inc. Texas

Texas Utilities Electric Company, Inc. Texas

T-Fuels, LLC Delaware

TXU Energy Retail Company LLC Texas

TXU Retail Services Company Delaware

Upton County Solar 2, LLC Delaware

Value Based Brands LLC Texas

Vistra Asset Company LLC Delaware

Vistra Corporate Services Company Texas

Vistra EP Properties Company Texas

Vistra Finance Corp. Delaware

Vistra Intermediate Company LLC Delaware

Vistra Operations Company LLC Delaware

Vistra Preferred Inc. Delaware

Wharton County Generation, LLC Texas

Wise County Power Company, LLC Delaware

Wise-Fuels Pipeline, Inc. Texas

Schedule II

Specified Guarantors

Name of Guarantor


ANP Bellingham Energy Company, LLC Delaware

ANP Blackstone Energy Company, LLC Delaware

Big Brown Power Company LLC Texas

Brighten Energy LLC Delaware

Calumet Energy Team, LLC Delaware

Casco Bay Energy Company, LLC Delaware

Coffeen and Western Railroad Company Illinois

Coleto Creek Power, LLC Delaware

Comanche Peak Power Company LLC Delaware

Dallas Power & Light Company, Inc. Texas

Dynegy Administrative Services Company Delaware

Dynegy Associates Northeast LP, Inc. Delaware

Dynegy Coal Generation, LLC Delaware

Dynegy Coal Holdco, LLC Delaware

Dynegy Coal Trading & Transportation, L.L.C. Delaware

Dynegy Conesville, LLC Delaware

Dynegy Dicks Creek, LLC Delaware

Dynegy Energy Services (East), LLC Delaware

Dynegy Energy Services, LLC Delaware

Dynegy Fayette II, LLC Delaware

Dynegy Gas Imports, LLC Delaware

Dynegy Hanging Rock II, LLC Delaware

Dynegy Kendall Energy, LLC Delaware

Name of Guarantor


Dynegy Killen, LLC Delaware

Dynegy Marketing and Trade, LLC Delaware

Dynegy Miami Fort, LLC Delaware

Dynegy Midwest Generation, LLC Delaware

Dynegy Morro Bay, LLC Delaware

Dynegy Moss Landing, LLC Delaware

Dynegy Northeast Generation GP, Inc. Delaware

Dynegy Oakland, LLC Delaware

Dynegy Operating Company Texas

Dynegy Power Generation, Inc. Delaware

Dynegy Power Marketing, LLC Texas

Dynegy Power, LLC Delaware

Dynegy Resource II, LLC Delaware

Dynegy Resources Generating Holdco, LLC Delaware

Dynegy South Bay, LLC Delaware

Dynegy Stuart, LLC Delaware

Dynegy Washington II, LLC Delaware

Dynegy Zimmer, LLC Delaware

Ennis Power Company, LLC Delaware

EquiPower Resources Corp. Delaware

Forney Pipeline, LLC Delaware

Generation SVC Company Texas

Havana Dock Enterprises, LLC Delaware

Hays Energy, LLC Delaware

Hopewell Power Generation, LLC Delaware

Illinois Power Generating Company Illinois

Illinois Power Marketing Company Illinois

Name of Guarantor


Illinois Power Resources, LLC Delaware

Illinois Power Resources Generating, LLC Delaware

Illinova Corporation Illinois

La Frontera Holdings, LLC Delaware

Lone Star Energy Company, Inc. Texas

Lone Star Pipeline Company, Inc. Texas

Luminant Energy Company LLC Texas

Luminant Energy Trading California Company Texas

Luminant ET Services Company LLC Texas

Luminant Generation Company LLC Texas

Luminant Mining Company LLC Texas

IPH, LLC Delaware

Lake Road Generating Company, LLC Delaware

Liberty Electric Power, LLC Delaware

Midlothian Energy, LLC Delaware

Milford Power Company, LLC Delaware

NCA Resources Development Company LLC Texas

Oak Grove Management Company LLC Delaware

Ontelaunee Power Operating Company, LLC Delaware

Pleasants Energy, LLC Delaware

Richland-Stryker Generation LLC Delaware

Sandow Power Company LLC Texas

Sithe Energies, Inc. Delaware

Sithe/Independence LLC Delaware

Southwestern Electric Service Company, Inc. Texas

Texas Electric Service Company, Inc. Texas

Texas Power & Light Company, Inc. Texas

Name of Guarantor


Texas Utilities Electric Company, Inc. Texas

T-Fuels, LLC Delaware

TXU Energy Retail Company LLC Texas

TXU Retail Services Company Delaware

Upton County Solar 2, LLC Delaware

Value Based Brands LLC Texas

Vistra Asset Company LLC Delaware

Vistra Corporate Services Company Texas

Vistra EP Properties Company Texas

Vistra Finance Corp. Delaware

Vistra Intermediate Company LLC Delaware

Vistra Operations Company LLC Delaware

Vistra Preferred Inc. Delaware

Wharton County Generation, LLC Texas

Wise County Power Company, LLC Delaware

Wise-Fuels Pipeline, Inc. Texas

Exhibit 5.2

HUNTON ANDREWS KURTH LLPRIVERFRONT PLAZA, EAST TOWER 951 EAST BYRD STREET RICHMOND, VIRGINIA 23219-4074

TEL804 • 788 • 8200 FAX804 • 788 • 8218 FILE85106.000003

July 20, 2018


Registration Statement on Form S-4for Exchange of Outstanding Notes for New Notesto be Registered under the Securities Act of 1933


We have acted as special Virginia counsel to Kincaid Generation, L.L.C. (“ Virginia Guarantor ”), a Virginia limited liability company, for thepurpose of providing this opinion in connection with the Registration Statement on Form S-4 (the “ Registration Statement ”), filed with the Securities andExchange Commission (the “ Commission ”) by Vistra Energy Corp., a Delaware corporation (the “ Parent ”), and the subsidiaries of the Parent listed in theRegistration Statement, including the Virginia Guarantor (collectively, the “ Subsidiary Guarantors ”), on the date hereof pursuant to the Securities Act of1933, as amended (the “ Securities Act ”), to register (i) up to $850,000,000 aggregate principal amount of the Parent’s 8.125% senior notes due 2026 (the “Exchange Notes ”) and (ii) the guarantees of the Parent’s obligations under the Exchange Notes by the Subsidiary Guarantors (the “ Exchange Guarantees”). The Exchange Notes and the Exchange Guarantees are to be issued in exchange (the “ Exchange Offer ”) for equal aggregate principal amounts of theParent’s 8.125% senior notes due 2026 and the guarantees of the Parent’s obligations thereunder by the Subsidiary Guarantors, each of which were issued inreliance on exemptions from registration under the Securities Act for offers and sales of securities not involving public offerings. The terms of the ExchangeOffer are described in the Registration Statement and the prospectus that forms a part thereof.

The Exchange Notes and the related Exchange Guarantees will be issued pursuant to the terms of the Indenture, dated August 21, 2017, by and amongthe Parent, as successor in interest to Dynegy Inc., a Delaware corporation, the guarantors thereto and Wilmington Trust, National Association, as trustee, asamended and supplemented by the First Supplemental Indenture, dated April 9, 2018, and the Second Supplemental Indenture, dated June 14, 2018(collectively, the “ Indenture ”). Capitalized terms used but not otherwise defined herein have the meanings given to them in the Registration Statement.

This opinion is being furnished in accordance with the requirements of Item 21 of Form S-4 and Item 601(b)(5)(i) of Regulation S-K.


In connection with the foregoing, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records,certificates of corporate officers and public officials and such other documents as we have deemed necessary for the purposes of rendering this opinion,including the following:

1. an executed copy of the Indenture;

2. the forms of global notes representing the Exchange Notes;

3. an executed copy of the Registration Rights Agreement;

4. an executed copy of the Merger Agreement;

5. the Registration Statement;

6. the Virginia Guarantor’s Amended and Restated Articles of Organization, as certified on May 26, 2015 by the SCC and as in effect on the datehereof;

7. the Virginia Guarantor’s Second Amended and Restated Limited Liability Company Operating Agreement, as in effect on the date hereof;

8. the resolutions of the Virginia Guarantor’s member adopted on July 20, 2018; and

9. the certificate of fact for the Virginia Guarantor issued by the SCC on July 20, 2018.

For purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformityto the originals of all documents as certified, photostatic or electronic copies and the authenticity of the originals thereof, (iii) the legal capacity of naturalpersons, (iv) the genuineness of signatures not witnessed by us and (v) the due authorization, execution and delivery of all documents by all parties (otherthan the due authorization, execution and delivery of the documents referred to in opinion paragraph 2 below by the Virginia Guarantor) and the validity,binding effect and enforceability thereof on such parties.

As to factual matters, we have relied upon (i) the documents furnished to us by the Virginia Guarantor, (ii) the statements and representations ofofficers and representatives of the Virginia Guarantor, (iii) the corporate records provided to us by such officers or representatives and (iv) certificates andother documents obtained from public officials, without independent verification of their accuracy.

We express no opinion as to the law of any jurisdiction other than the laws of the Commonwealth of Virginia.


Based upon the foregoing, and such other documents and matters as we have deemed necessary to render the opinions set forth below, and subject tothe limitations, assumptions and qualifications noted herein, we are of the opinion that:

1. The Virginia Guarantor is a limited liability company validly existing under the laws of the Commonwealth of Virginia, with the entitypower and authority to execute, deliver and perform its obligations under the Exchange Guarantees.

2. The execution, delivery and issuance of the Exchange Guarantees by the Virginia Guarantor have been duly authorized.

We consent to the filing of this opinion letter with the Commission as Exhibit 5.2 to the Registration Statement and to the statement made in referenceto this firm under the caption “Legal Matters” in the prospectus that forms a part of the Registration Statement. In giving this consent, we do not admit thatwe are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder bythe Commission.

This opinion letter is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any othermatters relating to the Virginia Guarantor, the Exchange Offer or the Exchange Guarantees. This opinion letter is rendered as of the date hereof, and we donot undertake to advise you of any changes in the opinions expressed herein from matters that might hereafter arise or be brought to our attention.

Very truly yours,

/s/ Hunton Andrews Kurth LLP

Exhibit 5.3

3000 Two Logan SquareEighteenth and Arch StreetsPhiladelphia, PA 19103-2799215.981.4000Fax 215.981.4750

July 20, 2018



We have served as special counsel to each of (i) NEPCO Services Company, a Pennsylvania corporation (“ NEPCO”), (ii) Northeastern Power Company, aPennsylvania corporation, and (iii) Masspower, LLC, a Massachusetts limited liability company (“ Masspower” and, together with NPC and NEPCO, the “SpecifiedGuarantors”), each an indirect wholly-owned subsidiary of Vistra Energy Corp. (the “ Company”), in connection with the issuance by the SpecifiedGuarantors of guarantees of $850,000,000 in aggregate principal amount of the Company’s 8.125% Senior Notes due 2026 (the “ Exchange Notes ”) to be offeredin exchange (the “ Exchange Offer ”) for an equivalent aggregate principal amount of the Company’s outstanding unregistered 8.125% Senior Notes due 2026 (the“ Old Notes ”) and related guarantees. The Old Notes and related guarantees (the “ Old Guarantees ”) were issued and the Exchange Notes and new relatedguarantees (the “ New Guarantees ”) are to be issued under an indenture, dated as of August 21, 2017, as supplemented by (i) the first supplemental indenture,dated as of April 9, 2018 and (ii) the second supplemental indenture, dated as of June 14, 2018 (the “ Indenture ”), among the Company, as successor in interest toDynegy, Inc., the Guarantors (as defined therein, which include the Specified Guarantors) and Wilmington Trust, National Association, as Trustee (in suchcapacity, the “ Trustee ”). The Exchange Notes will be guaranteed by, among others, each of the Specified Guarantors pursuant to the terms of the Indenture. Thisopinion letter is rendered pursuant to Item 21(a) of Form S-4 and Item 601(b)(5) of Regulation S-K, in connection with the filing by the Company of a registrationstatement on Form S-4 filed with the Securities and Exchange Commission (the “ Commission ”) on or about July 20, 2018 (the “ Registration Statement ”)under the Securities Act of 1933, as amended (the “ Securities Act ”). The Indentures, the Exchange Notes and the New Guarantees are referred to hereincollectively as the “ Operative Documents .”

We have examined such certificates of public officials and certificates of officers of the Company and the originals (or copies thereof, certified or otherwiseidentified to our satisfaction) of such corporate documents, records, agreements and instruments of the Company, including the Operative Documents, and suchother documents, records, agreements and instruments as we have deemed relevant and necessary as a basis for the opinions hereinafter set

Boston Washington, D.C. Los Angeles New York Pittsburgh

Detroit Berwyn Harrisburg Orange County Princeton Silicon Valley Wilmington

www.pepperlaw.com

Vistra Energy Corp.July 20, 2018Page 2 forth. We have assumed the genuineness of signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals andthe conformity to authentic original documents of all documents submitted to us as certified, conformed, facsimile or photostatic copies. In addition, we haverelied, to the extent that we deem such reliance proper, upon such certificates of public officials and of officers of the Company with respect to the accuracy ofmaterial factual matters contained therein which were not independently established.

Our opinions set forth herein are limited to the laws of the State of New York, the Commonwealth of Pennsylvania and the Commonwealth ofMassachusetts, and we do not express any opinion herein concerning any other laws.

In expressing the opinions set forth below, we have assumed the following:

1. Each individual executing or delivering any of the Operative Documents, whether on behalf of such individual or another person, is legally competent todo so;

2. Each individual executing or delivering any of the Operative Documents on behalf of a party (other than the Specified Guarantors) is duly authorized to doso;

3. Each of the parties (other than the Specified Guarantors) executing or delivering any of the Operative Documents has duly and validly executed anddelivered each of the Operative Documents to which such party is a signatory, and the obligations of such party set forth therein are legal, valid and binding and areenforceable in accordance with all stated terms;

4. No event has occurred or will occur that would cause the release of the New Guarantees by any of the Specified Guarantors under the terms of theIndenture; and

5. All Operative Documents submitted to us as originals are authentic. All Operative Documents submitted to us as certified or photostatic copies conform tothe original documents. All signatures on all such Operative Documents are genuine. All public records and certificates of public officials reviewed or relied uponby us or on our behalf are true and complete. All statements and information contained in the Operative Documents are true and complete. There has been no oralor written modification of or amendment to any of the Operative Documents, and there has been no waiver of any provision of any of the Operative Documents, byaction or omission of the parties or otherwise.

To the extent that the obligations of the Specified Guarantors under the Indenture or the New Guarantees may be dependent upon such matters, we haveassumed for purposes of this opinion that the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; thatthe Trustee is duly qualified to engage in the activities contemplated by the Indenture; that the Indenture has been duly authorized, executed and delivered

Vistra Energy Corp.July 20, 2018Page 3 by the Trustee and constitutes the valid and binding obligation of the Trustee enforceable against the Trustee in accordance with all applicable laws and regulations;and that the Trustee has the requisite organization and legal power and authority to perform its obligations under the Indenture.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. NEPCO is a corporation validly existing, and as of the date of the Subsistence Certificate of NEPCO referenced on Schedule I hereto, was validlysubsisting under the laws of the Commonwealth of Pennsylvania.

2. NPC is a corporation validly existing, and as of the date of the Subsistence Certificate of NPC referenced on Schedule I hereto, was validly subsistingunder the laws of the Commonwealth of Pennsylvania.

3. Masspower is a limited liability company validly existing, and as of the date of the Good Standing Certificate of Masspower referenced on Schedule Ihereto, was in good standing under the laws of the Commonwealth of Massachusetts.

4. The New Guarantees issued by the Specified Guarantors will constitute the valid and binding obligation of each of the Specified Guarantors when the NewNotes shall have been duly authorized and executed by the Company and authenticated by the Trustee in accordance with the Indenture, and shall have been dulydelivered in exchange for a like principal amount of the Old Notes in accordance with the terms of the Exchange Offer as set forth in the Registration Statement.

In addition to the other qualifications, exceptions and limitations set forth in this opinion letter, (a) our opinion expressed in paragraph 4 above is also subjectto the effect of: (i) bankruptcy, insolvency, reorganization, moratorium, and other similar laws relating to or affecting creditors’ rights (including, withoutlimitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers, voidable transactions and preferential transfers), and (ii) theexercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless ofwhether the applicable agreements are considered in a proceeding in equity or at law) and (b) our opinion in paragraphs 1, 2 and 3 hereof are based solely on theapplicable Subsistence Certificates referenced on Schedule I hereto, with respect to NEPCO and NPC, and the Good Standing Certificate referenced on Schedule Ihereto, with respect to Masspower.


We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of New York, the Commonwealthof Pennsylvania or the Commonwealth of Massachusetts, or as to federal or state laws regarding fraudulent transfers. We assume no obligation to supplement thisopinion letter if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the datehereof.

This opinion letter is being furnished to you for your submission to the Commission as an exhibit to Registration Statement to be filed by the Company withthe Commission on or about the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, wedo not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ PEPPER HAMILTON LLP

Schedule I

Certificates 1. Subsistence Certificate with respect to NEPCO from the Secretary of the Commonwealth of the Commonwealth of Pennsylvania, dated as of July 20, 2018. 2. Subsistence Certificate with respect to NPC from the Secretary of the Commonwealth of the Commonwealth of Pennsylvania, dated as of July 20, 2018. 3. Certificate of Good Standing with respect to Masspower from the Secretary of the Commonwealth of the Commonwealth of Massachusetts, dated as of

July 19, 2018.

Exhibit 5.4

11 S. Meridian StreetIndianapolis, IN 46204-3535317-236-1313317-231-7433 (Fax)

www.btlaw.com

July 20, 2018


Re: Guarantee by Dynegy Commercial Asset Management, LLC


We have acted as special counsel to Dynegy Commercial Asset Management, LLC, an Ohio limited liability company (the “ Company ”), in connection withthe Registration Statement on Form S-4 (the “ Registration Statement ”) being filed with the Securities and Exchange Commission under the Securities Act of1933, as amended (the “ Securities Act ”), by Vistra Energy Corp., a Delaware corporation (the “ Issuer ”), and certain wholly-owned subsidiaries of the Issuer,including the Company (collectively, the “ Guarantors ”), relating to the registration of $850,000,000 aggregate principal amount of the Issuer’s 8.125% SeniorNotes due 2026 (the “ New Notes ”) and the related guarantees (each, a “ New Guarantee ,” and collectively, the “ New Guarantees ”) by the respective Guarantors.

The New Notes and the New Guarantees will be offered in exchange for an equivalent aggregate principal amount of the Issuer’s outstanding unregistered8.125% Senior Notes due 2026 (the “ Old Notes ”) and the related guarantees (each, an “ Old Guarantee ,” and collectively, the “ Old Guarantees ”) of the OldNotes by each of the respective Guarantors. The Old Notes and the Old Guarantees were, and the New Notes and the New Guarantees will be, issued under anIndenture, dated August 21, 2017 (the “ Indenture ”), among the Issuer, the Guarantors, and Wilmington Trust, National Association, as trustee (the “ Trustee ”).

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined the Registration Statement, the Indenture, and the written consent of Dynegy Resource I, LLC, in its capacity as sole member of theCompany, relating to the Registration Statement, the Indenture, and the issuance by the Company of the Old Guarantee and the New Guarantee. We have alsoexamined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and othercorporate documents and instruments, and have examined such questions of law as we have considered relevant and necessary as a basis for this opinion letter. Wehave assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformitywith the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied withoutindependent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements andrepresentations of public officials and officers and other representatives of the Company.

Atlanta California Chicago Delaware Indiana Michigan Minneapolis Ohio Texas Washington, D.C.


Based on and subject to the foregoing and the other limitations and qualifications set forth herein, we are of the opinion that the New Guarantee by theCompany will be a valid and binding obligation of the Company when:

(i) the Registration Statement, as finally amended, shall have become effective under the Securities Act and the Indenture shall have been qualifiedunder the Trust Indenture Act of 1939, as amended; and

(ii) the New Notes shall have been duly executed by an authorized officer of the Issuer, on behalf of the Issuer, and authenticated by the Trustee, all inaccordance with the Indenture, and shall have been duly delivered against surrender and cancellation of a like principal amount of the Old Notes in themanner described in the Registration Statement.

Our opinion is subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to oraffecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts ofcommercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief.

With respect to each instrument or agreement referred to in or otherwise relevant to the opinions set forth herein (each, an “ Instrument ”), we have assumed,to the extent relevant to the opinions set forth herein, that (i) each party to such Instrument (if not a natural person) was duly organized or formed, as the case maybe, and was at all relevant times and is validly existing and in good standing under the laws of its jurisdiction of organization or formation, as the case may be, andhad at all relevant times and has full right, power and authority to execute, deliver and perform its obligations under such Instrument, (ii) such Instrument has beenduly authorized, executed and delivered by each party thereto, and (iii) such Instrument was at all times and is a valid, binding and enforceable agreement orobligation, as the case may be, of each party thereto; provided that we make no such assumption in clause (i), (ii), or (iii) insofar as such assumption relates to theCompany. We have also assumed that no event has occurred or will occur that would cause the release of the New Guarantee by the Company under the terms ofthe Indenture.

The opinions expressed below are limited to the published laws, rules, regulations, or judicial or administrative decisions in the State of Ohio, in effect as ofthe date hereof, and the facts and circumstances as they exist on the date hereof, and we express no opinion herein as to the laws, or as to matters governed by thelaws, of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.

We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made a partof the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 ofthe Securities Act.


Very truly yours,

/s/ Barnes & Thornburg LLP

Exhibit 12.1

VISTRA ENERGY CORP.COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

Successor Predecessor

Three Months EndedMarch 31, 2018 (a)

Year Ended December 31, 2017

Period from October 3,

2016 throughDecember 31,

2016

Period from January 1,

2016 throughOctober 2,

2016 (d)


2015 2014 2013 (inmillions,exceptratios) EARNINGS: Net income (loss) $ (306) $ (254) $ (163) $ 22,851 $(4,677) $(6,229) $(2,304) Add: Total federal income tax expense(benefit) 89 504 (70) (1,267) (879) (2,320) (732) Fixed charges (see detail below) (1) 223 70 1,071 1,318 1,784 1,960 Preferred dividends of subsidiaries (2) (7) (2) — — — —

Total earnings (loss) $ (220) $ 466 $ (165) $ 22,655 $(4,238) $(6,765) $(1,076)

FIXED CHARGES: (b) Interest expense $ (6) $ 200 $ 63 $ 1,058 $ 1,300 $ 1,766 $ 1,941 Rentals representative of the interest factor 5 23 7 13 18 18 19

Total fixed charges $ (1) $ 223 $ 70 $ 1,071 $ 1,318 $ 1,784 $ 1,960

RATIO OF EARNINGS TO FIXEDCHARGES (c) — 2.09 — 21.15 — — —

(a) Does not reflect the impacts of the Transactions, namely: (i) the Merger on April 9, 2018 between Vistra Energy and Dynegy, with Vistra Energy continuing

as surviving corporation nor (ii) the repayment on May 1, 2018 of $850 million aggregate principal amount of legacy Dynegy 6.75% senior notes due 2019,whereby Vistra utilized $864 million of cash to pay the principal and redemption premium.

(b) Excludes accretion expense related to the Tax Receivables Agreement.(c) Fixed charges exceeded earnings by $219 million, $235 million, $5.556 billion, $8.549 billion and $3.036 billion for the Successor for the three months

ended March 31, 2018 and the period from October 3, 2016 through December 31, 2016 and the Predecessor for the years ended December 31, 2015, 2014and 2013, respectively.

(d) For the Predecessor period from January 1, 2016 through October 2, 2016, the ratio of earnings to fixed charges is not comparable to the other yearspresented due to net gains related to bankruptcy-related reorganization items including significant gains on extinguishing claims pursuant to the Plan ofReorganization. Excluding the effects of these net gains, fixed charges exceeded earnings by $653 million.

Exhibit 21.1

SUBSIDIARIES OF VISTRA ENERGY CORP.

Company JurisdictionVistra Energy Corp. DEVistra Intermediate Company LLC DEVistra Operations Company LLC DEVistra Finance Corp. DEVistra EP Properties Company TXLuminant Energy Company LLC TXLuminant ET Services Company LLC TXLuminant Energy Trading California Company TX

Vistra Asset Company LLC DEColeto Creek Power, LLC DEEnnis Power Company, LLC DEHays Energy, LLC DEMidlothian Energy, LLC DET-Fuels, LLC DEWharton County Generation, LLC TXWise-Fuels Pipeline, Inc. TXWise County Power Company, LLC DEGeneration SVC Company TXSandow Power Company LLC TXLuminant Generation Company LLC TXOak Grove Management Company LLC DEBig Brown Power Company LLC TXLa Frontera Holdings, LLC DEForney Pipeline, LLC DELuminant Mining Company LLC TXTXU Retail Services Company DENCA Resources Development Company LLC TXUpton County Solar 2, LLC DEVistra Preferred Inc. (a) DEValue Based Brands LLC TXTXU Energy Retail Company LLC TXBrighten Energy LLC DEComanche Peak Power Company LLC DE

Hopewell Power Generation, LLC DECalumet Energy Team, LLC DEANP Bellingham Energy Company, LLC DEANP Blackstone Energy Company, LLC DEPleasants Energy, LLC DENortheastern Power Company PANEPCO Services Company PA

Dynegy Northeast Generation GP Inc. (b) DEDynegy Associates Northeast LP, Inc. (c) DENortheast Energy, LP (d) DENortheast Energy, LLC (e) DENortheast Energy Associates, LP MANorth Jersey Energy Associates, LP NJESI Tractebel Urban Renewal Corporation NJ

Vistra Corporate Services Company TXDallas Power & Light Company, Inc. TXLone Star Energy Company, Inc. TXLone Star Pipeline Company, Inc. TXSouthwestern Electric Service Company, Inc. TXTexas Electric Service Company, Inc. TXTexas Energy Industries Company, Inc. TXTexas Power & Light Company, Inc. TXTexas Utilities Company, Inc. TXTexas Utilities Electric Company, Inc. TXTXU Electric Company, Inc. TX

Dynegy Administrative Services Company DEDynegy Operating Company TXBrayton Point Energy, LLC VADynegy Gas Imports, LLC DEIllinova Corporation ILIPH, LLC DEIllinois Power Resources, LLC DEIllinois Power Resources Generating, LLC DEIllinois Power Marketing Company ILIllinois Power Generating Company (f) ILCoffeen and Western Railroad Company ILElectric Energy, Inc. ILMet-South, Inc. ILJoppa and Eastern Railroad Company ILMidwest Electric Power, Inc. IL

Dynegy Commercial Asset Management, LLC OHDynegy Dicks Creek, LLC DEDynegy Fayette II, LLC DEDynegy Hanging Rock II, LLC DEDynegy Washington II, LLC DEDynegy Coal Generation, LLC DEDynegy Stuart, LLC DEDynegy Zimmer, LLC DEDynegy Killeen, LLC DEDynegy Miami Fort, LLC DEDynegy Conesville, LLC DE

Dynegy Resource II, LLC DEEquiPower Resources Corp. DEMilford Power Company, LLC DELake Road Generating Company, LLC DELiberty Electric Power, LLC DEDynegy Resources Generating Holdco, LLC DERichland-Stryker Generation, LLC DEKincaid Generation, L.L.C. VAMasspower, LLC MA

Dynegy Power, LLC DEDynegy Marketing and Trade, LLC DEDynegy Kendall Energy, LLC DEBerks Hollow Energy Associates, LLC DEOntelaunee Power Operating Company, LLC DESithe Energies, Inc. (g) DESithe/Independence, LLC (h) DESithe/Independence Power Partners, LP DESithe/Independence Funding Corporation DE

Dynegy Power Generation, Inc. DEDynegy South Bay, LLC DEDynegy Oakland, LLC DECasco Bay Energy Company, LLC DEDynegy Moss Landing, LLC (i) DEMoss Landing Mutual Water Company CA

Dynegy Morro Bay, LLC (j) DE

Morro Bay Mutual Water Company CA Dynegy Coal Holdco, LLC DE Dynegy CCB Investments, LLC DE Dynegy Coal Trading & Transportation, L.L.C. DE Dynegy Midwest Generation, LLC DE Dynegy Power Marketing, LLC TX Havana Dock Enterprises, LLC DE

Dynegy Energy Services, LLC DE Dynegy Energy Services (East), LLC DE Dynegy Energy Services (Texas), LLC DE

(a) 100% common stock held by Vistra Asset Company LLC. Preferred stock held by outside investors.(b) Holds 1% GP interest in its direct subsidiary, Northeast Energy, LP. Entity (together with subsidiaries) is owned as part of joint venture with third party.(c) Holds 48% LP interest in its direct subsidiary, Northeast Energy, LP. Entity (together with subsidiaries) is owned as part of joint venture with third party.(d) Holds a 1% GP and 98% LP interest in Northeast Energy Associates, LP.(e) Holds 1% LP interest in each of North Jersey Energy Associates, LP and Northeast Energy Associates, LP, respectively.(f) Holds 80% interest in Electric Energy, Inc. Other 20% is held by third party.(g) Holds a 99% LLP interest in Sithe/Independence Power Partners, LP.(h) Holds a 1% GP interest in Sithe/Independence Power Partners, LP.(i) Holds a 33% interest in Moss Landing Mutual Water Company. Other 67% is held by third parties.(j) Holds a 50% interest in Morro Bay Mutual Water Company. Other 50% is held by third parties.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated February 26, 2018 (June 15, 2018 as to theretrospective adjustments for the adoption of Accounting Standards Update 2016-18 described in Notes 1 and 21 and the schedule listed in the Index at Item 15(b)and the change in reportable segments described in Notes 1 and 20), relating to the consolidated financial statements and financial statement schedule of VistraEnergy Corp. and its subsidiaries and its Predecessor Company (which report expresses an unqualified opinion and includes explanatory paragraphs regardingadoption of Accounting Standards Update 2016-18 and the emergence from bankruptcy and the non-comparability of Vistra Energy Corp. and its subsidiaries to itsPredecessor Company), appearing in the Current Report on Form 8-K of Vistra Energy Corp. dated June 15, 2018 and to the reference to us under the headings“Experts” in such Prospectus, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Dallas, TexasJuly 20, 2018

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” and to the use of our reports dated February 22, 2018, with respect to the consolidatedfinancial statements of Dynegy Inc. incorporated by reference in the Registration Statement (Form S-4) and related Prospectus of Vistra Energy Corp. forthe registration of $850,000,000 of Senior Notes.

/s/ Ernst & Young LLP

Houston, TexasJuly 20, 2018

Exhibit 25.1

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

WILMINGTON TRUST, NATIONAL ASSOCIATION(Exact name of trustee as specified in its charter)

16-1486454(I.R.S. employer identification no.)

1100 North Market StreetWilmington, DE 19890-0001

(Address of principal executive offices)

Janet V BanksAssistant Vice President

1100 North Market StreetWilmington, Delaware 19890-0001

(302) 636-4261(Name, address and telephone number of agent for service)

VISTRA ENERGY CORP. 1(Exact name of obligor as specified in its charter)

Delaware 36-4833255

(State or other jurisdiction ofincorporation or organization)

(I.R.S. EmployerIdentification No.)


(Address of principal executive offices, including zip code)

8.125% Senior Notes due 2026(Title of the indenture securities)

1 SEE TABLE OF ADDITIONAL OBLIGORS

TABLE OF ADDITIONAL OBLIGOR GUARANTORS * The following are additional obligors that are guaranteeing the securities registered hereby:

Exact Name of Obligor Guarantor as Specified in its Charter (1)




Number ANP Bellingham Energy Company, LLC Delaware 76-0542814 ANP Blackstone Energy Company, LLC Delaware 76-0542813 Big Brown Power Company LLC Texas 75-2967823 Brighten Energy LLC Delaware 27-3494107 Calumet Energy Team, LLC Delaware 26-3603010 Casco Bay Energy Company, LLC Delaware 01-0506520 Coffeen and Western Railroad Company Illinois 20-0826424 Coleto Creek Power, LLC Delaware 03-0599683 Comanche Peak Power Company LLC Delaware 30-0951044 Dallas Power & Light Company, Inc. Texas — Dynegy Administrative Services Company Delaware 76-0593537 Dynegy Associates Northeast LP, Inc. Delaware 76-0555357 Dynegy Coal Generation, LLC Delaware — Dynegy Coal Holdco, LLC Delaware 45-2737371 Dynegy Coal Trading & Transportation, L.L.C. Delaware 76-0630494 Dynegy Commercial Asset Management, LLC Ohio 31-1758336 Dynegy Conesville, LLC Delaware 47-0989911 Dynegy Dicks Creek, LLC Delaware 47-0989594 Dynegy Energy Services (East), LLC Delaware 37-1484250 Dynegy Energy Services, LLC Delaware 90-0924805 Dynegy Fayette II, LLC Delaware 27-3694313 Dynegy Gas Imports, LLC Delaware 20-8755896 Dynegy Hanging Rock II, LLC Delaware 27-3694481 Dynegy Kendall Energy, LLC Delaware 22-3628696 Dynegy Killen, LLC Delaware 47-1027572 Dynegy Marketing and Trade, LLC Delaware 26-3737827 Dynegy Miami Fort, LLC Delaware 46-5692442 Dynegy Midwest Generation, LLC Delaware 45-2737533 Dynegy Morro Bay, LLC Delaware 77-0486184 Dynegy Moss Landing, LLC Delaware 77-0486186 Dynegy Northeast Generation GP, Inc. Delaware 76-0555359 Dynegy Oakland, LLC Delaware 77-0486187 Dynegy Operating Company Texas 74-1670543 Dynegy Power Generation, Inc. Delaware 20-4063728 Dynegy Power Marketing, LLC Texas 76-0425964 Dynegy Power, LLC Delaware 38-2875546 Dynegy Resource II, LLC Delaware — Dynegy Resources Generating Holdco, LLC Delaware 27-4387798 Dynegy South Bay, LLC Delaware 33-0833237 Dynegy Stuart, LLC Delaware 47-1065327 Dynegy Washington II, LLC Delaware 27-3694614 Dynegy Zimmer, LLC Delaware 46-5730986 Ennis Power Company, LLC Delaware 76-0615772 EquiPower Resources Corp. Delaware 27-2294219 Forney Pipeline, LLC Delaware —





Number Generation SVC Company Texas 45-0470622 Havana Dock Enterprises, LLC Delaware — Hays Energy, LLC Delaware 76-0565718 Hopewell Power Generation, LLC Delaware 76-0229111 Illinois Power Generating Company Illinois 37-1395586 Illinois Power Marketing Company Illinois 37-1395583 Illinois Power Resources Generating, LLC Delaware 80-0964092 Illinois Power Resources, LLC Delaware — Illinova Corporation Illinois 37-1319890 IPH, LLC Delaware 36-4757063 Kincaid Generation, L.L.C. Virginia 54-1796772 La Frontera Holdings, LLC Delaware 46-2171160 Lake Road Generating Company, LLC Delaware 52-1923765 Liberty Electric Power, LLC Delaware 54-1907703 Lone Star Energy Company, Inc. Texas 75-1325876 Lone Star Pipeline Company, Inc. Texas 75-2522789 Luminant Energy Company LLC Texas 45-2790807 Luminant Energy Trading California Company Texas 75-2723853 Luminant ET Services Company LLC Texas 75-2967835 Luminant Generation Company LLC Texas 75-2967820 Luminant Mining Company LLC Texas 75-2967821 Masspower, LLC Massachusetts 04-3126542 Midlothian Energy, LLC Delaware 76-0555833 Milford Power Company, LLC Delaware 76-0598624 NCA Resources Development Company LLC Texas — NEPCO Services Company Pennsylvania 23-2621764 Northeastern Power Company Pennsylvania 23-2366929 Oak Grove Management Company LLC Delaware 27-0551189 Ontelaunee Power Operating Company, LLC Delaware 87-0750537 Pleasants Energy, LLC Delaware 26-3603167 Richland-Stryker Generation LLC Delaware 45-2978632 Sandow Power Company LLC Texas 26-3771811 Sithe Energies, Inc. Delaware 13-3554926 Sithe/Independence LLC Delaware 13-3555904 Southwestern Electric Service Company, Inc. Texas 75-0699680 Texas Electric Service Company, Inc. Texas 75-0604000 Texas Power & Light Company, Inc. Texas 75-0606380 Texas Utilities Electric Company, Inc. Texas 75-2967817 T-Fuels, LLC Delaware 76-0615771 TXU Energy Retail Company LLC Texas 26-0494257 TXU Retail Services Company Delaware 20-5872839 Upton County Solar 2, LLC Delaware 38-4076166 Value Based Brands LLC Texas 75-2959527 Vistra Asset Company LLC Delaware 20-5872839 Vistra Corporate Services Company Texas 75-0835281 Vistra EP Properties Company Texas 75-2543293 Vistra Finance Corp. Delaware 61-1788338





Number Vistra Intermediate Company LLC Delaware 38-4076210 Vistra Operations Company LLC Delaware 36-4833461 Vistra Preferred Inc. Delaware 38-3995549 Wharton County Generation, LLC Texas 26-0633072 Wise County Power Company, LLC Delaware 76-0615770 Wise-Fuels Pipeline, Inc. Texas 80-0100998 (1) The address, including zip code, and telephone number, including area code, of each additional obligor guarantor’s executive offices is 6555 Sierra Drive,

Irving, Texas 75039, (214) 812-4600.

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of Currency, Washington, D.C.Federal Deposit Insurance Corporation, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and information available to the trustee, the obligor is not an affiliate of the trustee.

ITEM 3 – 15.

Not applicable.

ITEM 16. LIST OF EXHIBITS.

Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

1. A copy of the Charter for Wilmington Trust, National Association, attached hereto as Exhibit 1 of this Form T-1.

2. The authority of Wilmington Trust, National Association to commence business was granted under the Charter for Wilmington Trust, NationalAssociation, incorporated herein by reference to Exhibit 1 above.

3. The authorization to exercise corporate trust powers was granted under the Charter for Wilmington Trust, National Association, incorporated herein byreference to Exhibit 1 above.

4. A copy of the existing By-Laws of Wilmington Trust, National Association, as now in effect, attached hereto as Exhibit 4 of this Form T-1.

5. Not applicable.

6. The consent of Wilmington Trust, National Association as required by Section 321(b) of the Trust Indenture Act of 1939, attached hereto as Exhibit 6of this Form T-1.

7. Current Report of the Condition of Wilmington Trust, National Association, published pursuant to law or the requirements of its supervising orexamining authority, attached hereto as Exhibit 7 of this Form T-1.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust, National Association, a national banking associationorganized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned,thereunto duly authorized, all in the City of Dallas and State of Texas on the 20th day of July, 2018.

WILMINGTON TRUST, NATIONAL ASSOCIATION

By: /s/ Shawn GoffinetName: Shawn GoffinetTitle: Assistant Vice President

EXHIBIT 1

CHARTER OF WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATIONOF


For the purpose of organizing an association to perform any lawful activities of national banks, the undersigned do enter into the following articles ofassociation:

FIRST. The title of this association shall be Wilmington Trust, National Association.

SECOND. The main office of the association shall be in the City of Wilmington, County of New Castle, State of Delaware. The general business of the associationshall be conducted at its main office and its branches.

THIRD. The board of directors of this association shall consist of not less than five nor more than twenty-five persons, unless the OCC has exempted the bank fromthe 25-member limit. The exact number is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution ofa majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the association or of a holdingcompany owning the association, with an aggregate par, fair market or equity value $1,000. Determination of these values may be based as of either (i) the date ofpurchase or (ii) the date the person became a director, whichever value is greater. Any combination of common or preferred stock of the association or holdingcompany may be used.

Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board ofdirectors may not increase the number of directors between meetings of shareholders to a number which:

1) exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or

2) exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number ofdirectors exceed 25, unless the OCC has exempted the bank from the 25-member limit.

Directors shall be elected for terms of one year and until their successors are elected and qualified. Terms of directors, including directors selected to fillvacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite theexpiration of a director’s term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number ofdirectors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of theassociation, may be appointed by resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honoraryor advisory directors shall not be counted to determine the number of directors of the association or the presence of a quorum in connection with any board action,and shall not be required to own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shallbe held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefor in the bylaws, or, if that dayfalls on a legal holiday in the state in which the association is located, on the next following banking day. If no election is held on the day fixed, or in the event of alegal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board ofdirectors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least 10 days advancenotice of the time, place and purpose of a shareholders’ meeting shall be given to the shareholders by first class mail, unless the OCC determines that an emergencycircumstance exists. The sole shareholder of the bank is permitted to waive notice of the shareholders’ meeting.

In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares suchshareholder owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or morecandidates in the manner selected by the shareholder. If, after the first ballot, subsequent ballots are necessary to elect directors, a shareholder may not vote sharesthat he or she has already fully cumulated and voted in favor of a successful candidate. On all other questions, each common shareholder shall be entitled to onevote for each share of stock held by him or her.

Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock ofthe association entitled to vote for election of directors. Nominations other than those made by or on behalf of the existing management shall be made in writingand be delivered or mailed to the president of the association not less than 14 days nor more than 50 days prior to any meeting of shareholders called for theelection of directors; provided, however, that if less than 21 days’ notice of the meeting is given to shareholders, such nominations shall be mailed or delivered tothe president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Suchnotification shall contain the following information to the extent known to the notifying shareholder:

1) The name and address of each proposed nominee.

2) The principal occupation of each proposed nominee.

3) The total number of shares of capital stock of the association that will be voted for each proposed nominee.

4) The name and residence address of the notifying shareholder.

5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and the vote tellers maydisregard all votes cast for each such nominee. No bylaw may unreasonably restrict the nomination of directors by shareholders.

A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the association, which resignation shallbe effective when the notice is delivered unless the notice specifies a later effective date.

A director may be removed by shareholders at a meeting called to remove the director, when notice of the meeting stating that the purpose or one ofthe purposes is to remove the director is

provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not beremoved if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal.

FIFTH. The authorized amount of capital stock of this association shall be ten thousand shares of common stock of the par value of one hundred dollars ($100)each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the association shall have any preemptive or preferential right of subscription to any shares of anyclass of stock of the association, whether now or hereafter authorized, or to any obligations convertible into stock of the association, issued, or sold, nor any right ofsubscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board ofdirectors may from time to time fix. Preemptive rights also must be approved by a vote of holders of two-thirds of the bank’s outstanding voting shares. Unlessotherwise specified in these articles of association or required by law, (1) all matters requiring shareholder action, including amendments to the articles ofassociation, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to onevote per share.

Unless otherwise specified in these articles of association or required by law, all shares of voting stock shall be voted together as a class, on any mattersrequiring shareholder approval. If a proposed amendment would affect two or more classes or series in the same or a substantially similar way, all the classes orseries so affected must vote together as a single voting group on the proposed amendment.

Shares of one class or series may be issued as a dividend for shares of the same class or series on a pro rata basis and without consideration. Shares of oneclass or series may be issued as share dividends for a different class or series of stock if approved by a majority of the votes entitled to be cast by the class or seriesto be issued, unless there are no outstanding shares of the class or series to be issued. Unless otherwise provided by the board of directors, the record date fordetermining shareholders entitled to a share dividend shall be the date authorized by the board of directors for the share dividend.

Unless otherwise provided in the bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of businesson the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before themeeting.

If a shareholder is entitled to fractional shares pursuant to a stock dividend, consolidation or merger, reverse stock split or otherwise, the association may:(a) issue fractional shares; (b) in lieu of the issuance of fractional shares, issue script or warrants entitling the holder to receive a full share upon surrenderingenough script or warrants to equal a full share; (c) if there is an established and active market in the association’s stock, make reasonable arrangements to providethe shareholder with an opportunity to realize a fair price through sale of the fraction, or purchase of the additional fraction required for a full share; (d) remit thecash equivalent of the fraction to the shareholder; or (e) sell full shares representing all the fractions at public auction or to the highest bidder after having solicitedand received sealed bids from at least three licensed stock brokers; and distribute the proceeds pro rata to shareholders who otherwise would be entitled to thefractional shares. The holder of a fractional share is entitled to exercise the rights for shareholder, including the right to vote, to receive dividends, and to participatein the assets

of the association upon liquidation, in proportion to the fractional interest. The holder of script or warrants is not entitled to any of these rights unless the script orwarrants explicitly provide for such rights. The script or warrants may be subject to such additional conditions as: (1) that the script or warrants will become void ifnot exchanged for full shares before a specified date; and (2) that the shares for which the script or warrants are exchangeable may be sold at the option of theassociation and the proceeds paid to scriptholders.

The association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of theshareholders. Obligations classified as debt, whether or not subordinated, which may be issued by the association without the approval of shareholders, do not carryvoting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securitiesinto securities of another class or series.

SIXTH. The board of directors shall appoint one of its members president of this association, and one of its members chairperson of the board and shall have thepower to appoint one or more vice presidents, a secretary who shall keep minutes of the directors’ and shareholders’ meetings and be responsible for authenticatingthe records of the association, and such other officers and employees as may be required to transact the business of this association.

A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the bylaws.

The board of directors shall have the power to:

1) Define the duties of the officers, employees, and agents of the association.

2) Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the association.

3) Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent withapplicable law.

4) Dismiss officers and employees.

5) Require bonds from officers and employees and to fix the penalty thereof.

6) Ratify written policies authorized by the association’s management or committees of the board.

7) Regulate the manner in which any increase or decrease of the capital of the association shall be made, provided that nothing herein shall restrict the

power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirdsthe percentage required for shareholder approval to increase or reduce the capital.

8) Manage and administer the business and affairs of the association.

9) Adopt initial bylaws, not inconsistent with law or the articles of association, for managing the business and regulating the affairs of the association.

10) Amend or repeal bylaws, except to the extent that the articles of association reserve this power in whole or in part to shareholders.

11) Make contracts.

12) Generally perform all acts that are legal for a board of directors to perform.

SEVENTH. The board of directors shall have the power to change the location of the main office to any other place within the limits of Wilmington, Delaware,without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of such association for a relocation outside such limits andupon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of Wilmington Delaware, but notmore than 30 miles beyond such limits. The board of directors shall have the power to establish or change the location of any branch or branches of the associationto any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.

EIGHTH. The corporate existence of this association shall continue until termination according to the laws of the United States.

NINTH. The board of directors of this association, or any one or more shareholders owning, in the aggregate, not less than 50 percent of the stock of thisassociation, may call a special meeting of shareholders at any time. Unless otherwise provided by the bylaws or the laws of the United States, a notice of the time,place, and purpose of every annual and special meeting of the shareholders shall be given at least 10 days prior to the meeting by first-class mail, unless the OCCdetermines that an emergency circumstance exists. If the association is a wholly owned subsidiary, the sole shareholder may waive notice of the shareholders’meeting. Unless otherwise provided by the bylaws or these articles, any action requiring approval of shareholders must be effected at a duly called annual or specialmeeting.

TENTH. For purposes of this Article Tenth, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term isdefined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expensesactually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental,administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when anadministrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civilmoney penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desistfrom or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legalfees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors oradministrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connectionwith an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action orproceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board ofdirectors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs,executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors oradministrators) will have the financial capacity to reimburse the bank in the event

he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of theassociation, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay suchadvancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office orprohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action describedin 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors oradministrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by theassociation in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (orby or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution-affiliated party (or his or her heirs,executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these articles of association and (b) approval by the board ofdirectors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval bystockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliatedparty has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and requestindemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remainingmembers of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. Ifindependent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing therequested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and requestindemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counselas to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If legal counsel opines that said conditions have been met,the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association(a) shall be available with respect to events occurring prior to the adoption of these articles of association, (b) shall continue to exist after any restrictive amendmentof these articles of association with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the timeof the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and(d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his orher heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these articles of association shall not, to the extent permitted under applicablelaw, be deemed exclusive of any other rights to which any such institution affiliated party (or his or her heirs, executors or administrators) may now or hereafter beotherwise entitled whether contained in these articles of association, the bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreementproviding such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights ofindemnification and to the advancement of expenses provided in these articles of association shall not be deemed exclusive of any rights, pursuant to statute orotherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed inhis or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Article Tenth or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to theminimum extent necessary to make it enforceable, and the remainder of this Article Tenth shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to theextent that such indemnification is allowed in these articles of association; provided, however, that no such insurance shall include coverage to pay or reimburseany institution-affiliated party for the cost of any judgment or civil money penalty assessed against such person in an administrative proceeding or civil actioncommenced by any federal banking agency. Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ELEVENTH. These articles of association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of amajority of the stock of this association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders ofsuch greater amount. The association’s board of directors may propose one or more amendments to the articles of association for submission to the shareholders.

EXHIBIT 4

BY-LAWS OF WILMINGTON TRUST, NATIONAL ASSOCIATION

AMENDED AND RESTATED BYLAWSOF


(Effective as of April 18, 2017)

ARTICLE IMeetings of Shareholders

Section 1. Annual Meeting . The annual meeting of the shareholders to elect directors and transact whatever other business may properly come before themeeting shall be held at the main office of the association, Rodney Square North, 1100 Market Street, City of Wilmington, State of Delaware, at 1:00 o’clock p.m.on the first Tuesday in March of each year, or at such other place and time as the board of directors may designate, or if that date falls on a legal holiday inDelaware, on the next following banking day. Notice of the meeting shall be mailed by first class mail, postage prepaid, at least 10 days and no more than 60 daysprior to the date thereof, addressed to each shareholder at his/her address appearing on the books of the association. If, for any cause, an election of directors is notmade on that date, or in the event of a legal holiday, on the next following banking day, an election may be held on any subsequent day within 60 days of the datefixed, to be designated by the board of directors, or, if the directors fail to fix the date, by shareholders representing two-thirds of the shares. In these circumstances,at least 10 days’ notice must be given by first class mail to shareholders.

Section 2. Special Meetings . Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose atany time by the board of directors or by any one or more shareholders owning, in the aggregate, not less than fifty percent of the stock of the association. Everysuch special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than 10 days nor more than 60 days prior to the datefixed for the meeting, to each shareholder at the address appearing on the books of the association a notice stating the purpose of the meeting.

The board of directors may fix a record date for determining shareholders entitled to notice and to vote at any meeting, in reasonable proximity to the date ofgiving notice to the shareholders of such meeting. The record date for determining shareholders entitled to demand a special meeting is the date the firstshareholder signs a demand for the meeting describing the purpose or purposes for which it is to be held.

A special meeting may be called by shareholders or the board of directors to amend the articles of association or bylaws, whether or not such bylaws may beamended by the board of directors in the absence of shareholder approval.

If an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time or place, if thenew date, time or place is announced at the meeting before adjournment, unless any additional items of business are to be considered, or the association becomesaware of an intervening event materially affecting any matter to be voted on more than 10 days prior to the date to which the meeting is adjourned. If a new recorddate for the adjourned meeting is fixed, however, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date. If,however, the meeting to elect the directors is adjourned before the election takes place, at least ten days’ notice of the new election must be given to theshareholders by first-class mail.

Section 3. Nominations of Directors . Nominations for election to the board of directors may be made by the board of directors or by any stockholder ofany outstanding class of capital stock of the association entitled to vote for the election of directors. Nominations, other than those made by or on behalf of theexisting management of the association, shall be made in writing and shall be delivered or mailed to the president of the association and the Comptroller of theCurrency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided,however,that if less than 21 days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the president of the associationnot later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the followinginformation to the extent known to the notifying shareholder:

(1) The name and address of each proposed nominee;

(2) The principal occupation of each proposed nominee;

(3) The total number of shares of capital stock of the association that will be voted for each proposed nominee;

(4) The name and residence of the notifying shareholder; and

(5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and upon his/her instructions, thevote tellers may disregard all votes cast for each such nominee.

Section 4. Proxies . Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of thisassociation shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated andfiled with the records of the meeting. Proxies with facsimile signatures may be used and unexecuted proxies may be counted upon receipt of a written confirmationfrom the shareholder. Proxies meeting the above requirements submitted at any time during a meeting shall be accepted.

Section 5. Quorum . A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting ofshareholders, unless otherwise provided by law, or by the shareholders or directors pursuant to Article IX, Section 2, but less than a quorum may adjourn anymeeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or mattersubmitted to the shareholders at any meeting, unless otherwise provided by law or by the articles of association, or by the shareholders or directors pursuant toArticle IX, Section 2. If a meeting for the election of directors is not held on the fixed date, at least 10 days’ notice must be given by first-class mail to theshareholders.

ARTICLE IIDirectors

Section 1. Board of Directors . The board of directors shall have the power to manage and administer the business and affairs of the association. Except asexpressly limited by law, all corporate powers of the association shall be vested in and may be exercised by the board of directors.

Section 2. Number . The board of directors shall consist of not less than five nor more than twenty-five members, unless the OCC has exempted the bankfrom the 25-member limit. The exact number within such minimum and maximum limits is to be fixed and determined from time to time by resolution of amajority of the full board of directors or by resolution of a majority of the shareholders at any meeting thereof.

Section 3. Organization Meeting . The secretary or treasurer, upon receiving the certificate of the judges of the result of any election, shall notify thedirectors-elect of their election and of the time at which they are required to meet at the main office of the association, or at such other place in the cities ofWilmington, Delaware or Buffalo, New York, to organize the new board of directors and elect and appoint officers of the association for the succeeding year. Suchmeeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within 30 days thereof. If, at the time fixed for such meeting,there shall not be a quorum, the directors present may adjourn the meeting, from time to time, until a quorum is obtained.

Section 4. Regular Meetings . The Board of Directors may, at any time and from time to time, by resolution designate the place, date and hour for theholding of a regular meeting, but in the absence of any such designation, regular meetings of the board of directors shall be held, without notice, on the firstTuesday of each March, June and September, and on the second Tuesday of each December at the main office or other such place as the board of directors maydesignate. When any regular meeting of the board of directors falls upon a holiday, the meeting shall be held on the next banking business day unless the board ofdirectors shall designate another day.

Section 5. Special Meetings . Special meetings of the board of directors may be called by the Chairman of the Board of the association, or at the request oftwo or more directors. Each member of the board of directors shall be given notice by telegram, first class mail, or in person stating the time and place of eachspecial meeting.

Section 6. Quorum . A majority of the entire board then in office shall constitute a quorum at any meeting, except when otherwise provided by law or thesebylaws, but a lesser number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. If the number ofdirectors present at the meeting is reduced below the number that would constitute a quorum, no business may be transacted, except selecting directors to fillvacancies in conformance with Article II, Section 7. If a quorum is present, the board of directors may take action through the vote of a majority of the directorswho are in attendance.

Section 7. Meetings by Conference Telephone. Any one or more members of the board of directors or any committee thereof may participate in a meetingof such board or committees by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to heareach other at the same time. Participation in a meeting by such means shall constitute presence in person at such meeting.

Section 8. Procedures . The order of business and all other matters of procedure at every meeting of the board of directors may be determined by the personpresiding at the meeting.

Section 9. Removal of Directors . Any director may be removed for cause, at any meeting of stockholders notice of which shall have referred to theproposed action, by vote of the stockholders. Any director may be removed without cause, at any meeting of stockholders notice of which shall have referred to theproposed action, by the vote of the holders of a majority of the shares of the Corporation entitled to vote. Any director may be removed for cause, at any meeting ofthe directors notice of which shall have referred to the proposed action, by vote of a majority of the entire Board of Directors.

Section 10. Vacancies . When any vacancy occurs among the directors, a majority of the remaining members of the board of directors, according to thelaws of the United States, may appoint a director to fill such vacancy at any regular meeting of the board of directors, or at a special meeting called for that purposeat which a quorum is present, or if the directors remaining in office constitute fewer than a quorum of the board of directors, by the affirmative vote of a majority ofall the directors remaining in office, or by shareholders at a special meeting called for that purpose in conformance with Section 2 of Article I. At any suchshareholder meeting, each shareholder entitled to vote shall have the right to multiply the number of votes he or she is entitled to cast by the number of vacanciesbeing filled and cast the product for a single candidate or distribute the product among two or more candidates. A vacancy that will occur at a specific later date (byreason of a resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

ARTICLE IIICommittees of the Board

The board of directors has power over and is solely responsible for the management, supervision, and administration of the association. The board ofdirectors may delegate its power, but none of its responsibilities, to such persons or committees as the board may determine.

The board of directors must formally ratify written policies authorized by committees of the board of directors before such policies become effective. Eachcommittee must have one or more member(s), and who may be an officer of the association or an officer or director of any affiliate of the association, who serve atthe pleasure of the board of directors. Provisions of the articles of association and these bylaws governing place of meetings, notice of meeting, quorum and votingrequirements of the board of directors, apply to committees and their members as well. The creation of a committee and appointment of members to it must beapproved by the board of directors.

Section 1. Loan Committee . There shall be a loan committee composed of not less than 2 directors, appointed by the board of directors annually or moreoften. The loan committee, on behalf of the bank, shall have power to discount and purchase bills, notes and other evidences of debt, to buy and sell bills ofexchange, to examine and approve loans and discounts, to exercise authority regarding loans and discounts, and to exercise, when the board of directors is not insession, all other powers of the board of directors that may lawfully be delegated. The loan committee shall keep minutes of its meetings, and such minutes shall besubmitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect theretoshall be entered in the minutes of the board of directors.

Section 2. Investment Committee . There shall be an investment committee composed of not less than 2 directors, appointed by the board of directorsannually or more often. The investment committee, on behalf of the bank, shall have the power to ensure adherence to the investment policy, to recommendamendments thereto, to purchase and sell securities, to exercise authority regarding investments and to exercise, when the board of directors is not in session, allother powers of the board of directors regarding investment securities that may be lawfully delegated. The investment committee shall keep minutes of its meetings,and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board ofdirectors with respect thereto shall be entered in the minutes of the board of directors.

Section 3. Examining Committee . There shall be an examining committee composed of not less than 2 directors, exclusive of any active officers,appointed by the board of directors annually or more often. The duty of that committee shall be to examine at least once during each calendar year and within 15months of the last examination the affairs of the association or cause suitable examinations to be made by auditors responsible only to the board of directors and toreport the result of such examination in writing to the board of directors at the next regular meeting thereafter. Such report shall state whether the association is in asound condition, and whether adequate internal controls and procedures are being maintained and shall recommend to the board of directors such changes in themanner of conducting the affairs of the association as shall be deemed advisable.

Notwithstanding the provisions of the first paragraph of this section 3, the responsibility and authority of the Examining Committee may, if authorized bylaw, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 4. Trust Audit Committee. There shall be a trust audit committee in conformance with Section 1 of Article V.

Section 5. Other Committees . The board of directors may appoint, from time to time, from its own members, compensation, special litigation and othercommittees of one or more persons, for such purposes and with such powers as the board of directors may determine.

However, a committee may not:

(1) Authorize distributions of assets or dividends;

(2) Approve action required to be approved by shareholders;

(3) Fill vacancies on the board of directors or any of its committees;

(5) Amend articles of association;

(6) Adopt, amend or repeal bylaws; or

(6) Authorize or approve issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of aclass or series of shares.

Section 6. Committee Members’ Fees . Committee members may receive a fee for their services as committee members and traveling and otherout-of-pocket expenses incurred in attending any meeting of a committee of which they are a member. The fee may be a fixed sum to be paid for attending eachmeeting or a fixed sum to be paid quarterly, or semiannually, irrespective of the number of meetings attended or not attended. The amount of the fee and the basison which it shall be paid shall be determined by the board of directors.

ARTICLE IVOfficers and Employees

Section 1. Officers. The board of directors shall annually, at the Annual Reorganization Meeting of the board of directors following the annual meeting ofthe shareholders, appoint or elect a Chairperson of the Board, a Chief Executive Officer and a President, and one or more Vice Presidents, a Corporate Secretary, aTreasurer, a General Auditor, and such other officers as it may determine. At the Annual Reorganization Meeting, the board of directors shall also elect or reelectall of the officers of the

association to hold office until the next Annual Reorganization Meeting. In the interim between Annual Reorganization Meetings, the board of directors may alsoelect or appoint a Chief Executive Officer, a President or such additional officers to the rank of Vice President, including (without limitation as to title or number)one or more Administrative Vice Presidents, Group Vice Presidents, Senior Vice Presidents and Executive Vice Presidents, and any other officer positions as theydeem necessary and appropriate. The Chief Executive Officer of M&T Bank, the head of the Human Resources Department of M&T Bank, and any one executiveVice Chairman of M&T Bank, acting jointly, may appoint one or more officers to the rank of Executive Vice President or Senior Vice President. The head of theHuman Resources Department of M&T Bank or his or her designee or designees, may appoint other officers up to the rank of Group Vice President, including(without limitation as to title or number) one or more Administrative Vice Presidents, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, AssistantTreasurers and Assistant Auditors, and any other officer positions as they deem necessary and appropriate. Each such person elected or appointed by the board ofdirectors, the Chief Executive Officer of M&T Bank, the head of the Human Resources Department of M&T Bank, and an executive Vice Chairman of M&TBank, acting jointly, or the head of the Human Resources Department of M&T Bank or his or her designee or designees, in between Annual ReorganizationMeetings shall hold office until the next Annual Reorganization Meeting unless otherwise determined by the board of directors or such authorized officers.

Section 2. Chairperson of the Board . The board of directors shall appoint one of its members to be the chairperson of the board to serve at its pleasure.Such person shall preside at all meetings of the board of directors. The chairperson of the board shall supervise the carrying out of the policies adopted or approvedby the board of directors; shall have general executive powers, as well as the specific powers conferred by these bylaws; and shall also have and may exercise suchfurther powers and duties as from time to time may be conferred upon or assigned by the board of directors.

Section 3. President . The board of directors shall appoint one of its members to be the president of the association. In the absence of the chairperson, thepresident shall preside at any meeting of the board of directors. The president shall have general executive powers and shall have and may exercise any and allother powers and duties pertaining by law, regulation, or practice to the office of president, or imposed by these bylaws. The president shall also have and mayexercise such further powers and duties as from time to time may be conferred or assigned by the board of directors.

Section 4. Vice President . The board of directors may appoint one or more vice presidents. Each vice president shall have such powers and duties as maybe assigned by the board of directors. One vice president shall be designated by the board of directors, in the absence of the president, to perform all the duties ofthe president.

Section 5. Secretary . The board of directors shall appoint a secretary, treasurer, or other designated officer who shall be secretary of the board of directorsand of the association and who shall keep accurate minutes of all meetings. The secretary shall attend to the giving of all notices required by these bylaws; shall becustodian of the corporate seal, records, documents and papers of the association; shall provide for the keeping of proper records of all transactions of theassociation; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of treasurer, or imposed by thesebylaws; and shall also perform such other duties as may be assigned from time to time, by the board of directors.

Section 6. Other Officers . The board of directors may appoint one or more assistant vice presidents, one or more trust officers, one or more assistantsecretaries, one or more assistant treasurers, one or more managers and assistant managers of branches and such other officers and attorneys in fact as from time totime may appear to the board of directors to be required or desirable to transact the business of the association. Such officers shall respectively exercise suchpowers and perform such

duties as pertain to their several offices, or as may be conferred upon or assigned to them by the board of directors, the chairperson of the board, or the president.The board of directors may authorize an officer to appoint one or more officers or assistant officers.

Section 7. Tenure of Office . The president and all other officers shall hold office for the current year for which the board of directors was elected, unlessthey shall resign, become disqualified, or be removed; and any vacancy occurring in the office of president shall be filled promptly by the board of directors.

Section 8. Resignation . An officer may resign at any time by delivering notice to the association. A resignation is effective when the notice is given unlessthe notice specifies a later effective date.

ARTICLE VFiduciary Activities

Section 1. Trust Audit Committee. There shall be a Trust Audit Committee composed of not less than 2 directors, appointed by the board of directors,which shall, at least once during each calendar year make suitable audits of the association’s fiduciary activities or cause suitable audits to be made by auditorsresponsible only to the board, and at such time shall ascertain whether fiduciary powers have been administered according to law, Part 9 of the Regulations of theComptroller of the Currency, and sound fiduciary principles. Such committee: (1) must not include any officers of the bank or an affiliate who participatesignificantly in the administration of the bank’s fiduciary activities; and (2) must consist of a majority of members who are not also members of any committee towhich the board of directors has delegated power to manage and control the fiduciary activities of the bank.

Notwithstanding the provisions of the first paragraph of this section 1, the responsibility and authority of the Trust Audit Committee may, if authorized bylaw, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 2. Fiduciary Files. There shall be maintained by the association all fiduciary records necessary to assure that its fiduciary responsibilities have beenproperly undertaken and discharged.

Section 3. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship andapplicable law. Where such instrument does not specify the character and class of investments to be made, but does vest in the association investment discretion,funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under applicable law.

ARTICLE VIStock and Stock Certificates

Section 1. Transfers . Shares of stock shall be transferable on the books of the association, and a transfer book shall be kept in which all transfers of stockshall be recorded. Every person becoming a shareholder by such transfer shall in proportion to such shareholder’s shares, succeed to all rights of the prior holder ofsuch shares. The board of directors may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the association with respectto stock transfers, voting at shareholder meetings and related matters and to protect it against fraudulent transfers.

Section 2. Stock Certificates . Certificates of stock shall bear the signature of the president (which may be engraved, printed or impressed) and shall besigned manually or by facsimile process by the secretary, assistant secretary, treasurer, assistant treasurer, or any other officer appointed by the board of directorsfor that purpose, to be known as an authorized officer, and the seal of the association shall be engraved thereon. Each certificate shall recite on its face that thestock represented thereby is transferable only upon the books of the association properly endorsed.

The board of directors may adopt or use procedures for replacing lost, stolen, or destroyed stock certificates as permitted by law.

The association may establish a procedure through which the beneficial owner of shares that are registered in the name of a nominee may be recognized bythe association as the shareholder. The procedure may set forth:

(1) The types of nominees to which it applies;

(2) The rights or privileges that the association recognizes in a beneficial owner;

(3) How the nominee may request the association to recognize the beneficial owner as the shareholder;

(4) The information that must be provided when the procedure is selected;

(5) The period over which the association will continue to recognize the beneficial owner as the shareholder;

(6) Other aspects of the rights and duties created.

ARTICLE VIICorporate Seal

Section 1. Seal . The seal of the association shall be in such form as may be determined from time to time by the board of directors. The president, thetreasurer, the secretary or any assistant treasurer or assistant secretary, or other officer thereunto designated by the board of directors shall have authority to affixthe corporate seal to any document requiring such seal and to attest the same. The seal on any corporate obligation for the payment of money may be facsimile.

ARTICLE VIIIMiscellaneous Provisions

Section 1. Fiscal Year . The fiscal year of the association shall be the calendar year.

Section 2. Execution of Instruments . All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges,releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed,executed, acknowledged, verified, delivered or accepted on behalf of the association by the chairperson of the board, or the president, or any vice president, or thesecretary, or the treasurer, or, if in connection with the exercise of fiduciary powers of the association, by any of those offices or by any trust officer. Any suchinstruments may also be executed, acknowledged, verified, delivered or accepted on behalf of the association in such other manner and by such other officers as theboard of directors may from time to time direct. The provisions of this section 2 are supplementary to any other provision of these bylaws.

Section 3. Records . The articles of association, the bylaws and the proceedings of all meetings of the shareholders, the board of directors, and standingcommittees of the board of directors shall be recorded in appropriate minute books provided for that purpose. The minutes of each meeting shall be signed by thesecretary, treasurer or other officer appointed to act as secretary of the meeting.

Section 4. Corporate Governance Procedures. To the extent not inconsistent with federal banking statutes and regulations, or safe and sound bankingpractices, the association may follow the Delaware General Corporation Law, Del. Code Ann. tit. 8 (1991, as amended 1994, and as amended thereafter) withrespect to matters of corporate governance procedures.

Section 5. Indemnification. For purposes of this Section 5 of Article VIII, the term “institution-affiliated party” shall mean any institution-affiliated partyof the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expensesactually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental,administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when anadministrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civilmoney penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desistfrom or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legalfees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors oradministrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connectionwith an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action orproceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board ofdirectors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs,executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors oradministrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses andfees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which suchperson: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) isrequired to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expensesincurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to whichindemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceedingupon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repaysuch advancement in the event that such institution- affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled toindemnification as authorized by these bylaws and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to suchaction or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable,the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification inconnection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and requestindemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remainingmembers of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII havebeen met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion inauthorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and requestindemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counselas to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If legal counsel opines that said conditions havebeen met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association(a) shall be available with respect to events occurring prior to the adoption of these bylaws, (b) shall continue to exist after any restrictive amendment of thesebylaws with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of theevent or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature ofcontract rights which may be enforced in any court of

competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought wereparties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these bylaws shall not, to the extent permitted under applicable law, bedeemed exclusive of any other rights to which any such institution-affiliated party (or his or her heirs, executors or administrators) may now or hereafter beotherwise entitled whether contained in the association’s articles of association, these bylaws, a resolution of stockholders, a resolution of the board of directors, oran agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing,the rights of indemnification and to the advancement of expenses provided in these bylaws shall not be deemed exclusive of any rights, pursuant to statute orotherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed inhis or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Section 5 of Article VIII or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modifiedto the minimum extent necessary to make it enforceable, and the remainder of this Section 5 of Article VIII shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to theextent that such indemnification is allowed in these bylaws; provided, however, that no such insurance shall include coverage for a final order assessing civilmoney penalties against such persons by a bank regulatory agency. Such insurance may, but need not, be for the benefit of all institution- affiliated parties.

ARTICLE IXInspection and Amendments

Section 1. Inspection . A copy of the bylaws of the association, with all amendments, shall at all times be kept in a convenient place at the main office ofthe association, and shall be open for inspection to all shareholders during banking hours.

Section 2. Amendments . The bylaws of the association may be amended, altered or repealed, at any regular meeting of the board of directors, by a vote ofa majority of the total number of the directors except as provided below, and provided that the following language accompany any such change.

I, , certify that: (1) I am the duly constituted (secretary or treasurer) of and secretary of its board of directors, and as such officer amthe official custodian of its records; (2) the foregoing bylaws are the bylaws of the association, and all of them are now lawfully in force and effect.

I have hereunto affixed my official signature on this day of .

(Secretary or Treasurer)

The association’s shareholders may amend or repeal the bylaws even though the bylaws also may be amended or repealed by the board of directors.

EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust, National Association hereby consents that reports of examinationsby Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.


Dated: July 20, 2018 By: /s/ Shawn Goffinet Name: Shawn Goffinet Title: Assistant Vice President

EXHIBIT 7

R E P O R T O F C O N D I T I O NWILMINGTON TRUST, NATIONAL ASSOCIATION

As of the close of business on March 31, 2018 Thousands of Dollars ASSETS Cash and balances due from depository institutions: 3,111,871 Securities: 5,657 Federal funds sold and securities purchased under agreement to resell: 0 Loans and leases held for sale: 0 Loans and leases net of unearned income, allowance: 207,982 Premises and fixed assets: 4,228 Other real estate owned: 528 Investments in unconsolidated subsidiaries and associated companies: 0 Direct and indirect investments in real estate ventures: 0 Intangible assets: 0 Other assets: 45,718 Total Assets: 3,375,984

Thousands of Dollars LIABILITIES Deposits 2,808,029 Federal funds purchased and securities sold under agreements to repurchase 0 Other borrowed money: 0 Other Liabilities: 27,704 Total Liabilities 2,835,733

Thousands of Dollars EQUITY CAPITAL Common Stock 1,000 Surplus 396,439 Retained Earnings 143,122 Accumulated other comprehensive income (310) Total Equity Capital 540,251 Total Liabilities and Equity Capital 3,375,984

Exhibit 99.1

LETTER OF TRANSMITTALVISTRA ENERGY CORP.

OFFER TO EXCHANGE UP TO$850,000,000 OF 8.125% SENIOR NOTES DUE 2026

(CUSIP NO. )THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

FOR$850,000,000 OF 8.125% SENIOR NOTES DUE 2026

(CUSIP NOS. 26817R BA5 AND U2676Q AN8)THAT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

PURSUANT TO THE PROSPECTUS

DATED , 2018

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2018, UNLESS EXTENDED (SUCHTIME AND DATE, THE “EXPIRATION DATE”). TENDERS IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR

TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Deliver to Wilmington Trust, National Association(the “Exchange Agent”)

ByMail: ByHandor

OvernightDelivery:Wilmington Trust, National Association

Rodney Square North1100 North Market StreetWilmington, DE 19890

Attention: Workflow Management

Wilmington Trust, National Association Rodney Square North

1100 North Market StreetWilmington, DE 19890

Attention: Workflow Management

Telephone:(302) 636-6470

Facsimile:(302) 636-4139

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OFINSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOUSHOULD READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL BEFORE COMPLETING IT.

The undersigned hereby acknowledges receipt of the prospectus dated , 2018 (the “Prospectus”) of Vistra Energy Corp., a Delawarecorporation (the “Corporation”), and this Letter of Transmittal, which together describe the offer by the Corporation (the “exchange offer”) to exchange,pursuant to a registration statement of which the Prospectus forms a part, up to (i) $850,000,000 aggregate principal amount of its 8.125% Senior Notes due2026 (the “New Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of itsissued and outstanding 8.125% Senior Notes due 2026 (the “Old Notes”) that have not been registered under the Securities Act. Certain terms used but notdefined herein have the respective meanings given to them in the Prospectus. In the event of any conflict between this Letter of Transmittal and theProspectus, the Prospectus shall govern.

The Corporation reserves the right, at any time or from time to time, to extend the exchange offer at its discretion, in which event the term “expirationdate” shall mean the latest time and date to which the exchange

offer is extended. The Corporation shall give notice of any extension by giving oral, confirmed in writing, or written notice to the Exchange Agent and bymeans of a press release or other public announcement prior to 9:00 a.m., New York City time, on the first business day after the previously scheduledexpiration date. The term “business day” shall mean any day that is not a Saturday, Sunday or day on which banks are authorized by law to close in theState of New York.

This Letter of Transmittal is to be completed by a holder of Old Notes if certificates for such Old Notes are to be forwarded herewith and may be usedif a tender is to be made by book-entry transfer of Old Notes to the account maintained by the Exchange Agent at The Depository Trust Company (“DTC”)pursuant to DTC’s Automated Tender Offer Program (“ATOP”) and an Agent’s Message (as defined below) is not delivered to the Exchange Agent. If OldNotes are tendered by book-entry transfer pursuant to DTC’s ATOP procedures, the tendering holder may cause DTC to deliver an Agent’s Message to theExchange Agent in lieu of this Letter of Transmittal. The term “Agent’s Message” means a computer-generated message, transmitted by DTC to andreceived by the Exchange Agent and forming a part of a Book-Entry Confirmation (as defined below), which states that the holder of the Old Notesacknowledges and agrees to be bound by the terms of this Letter of Transmittal. The term “Book-Entry Confirmation” means an electronic confirmationfrom DTC of the book-entry transfer of Old Notes into the Exchange Agent’s account at DTC.

Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

The method of delivery (whether physical or electronic) of Old Notes, Letters of Transmittal, Agent’s Messages, Book-Entry Confirmations and allother required documents is at your risk and election, provided that Old Notes in book-entry form must be tendered through DTC’s ATOP procedures. Ifsuch delivery is by mail, it is recommended that you use registered mail, properly insured, with return receipt requested. In all cases, you should allowsufficient time to ensure timely delivery. You may request the broker, dealer, bank or other financial institution or nominee through which you may holdOld Notes to effect these transactions for you. No Letters of Transmittal, Old Notes or other documents should be sent to the Company.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOXBELOW. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS ANDREQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS OR THIS LETTER OF TRANSMITTAL MAY BEDIRECTED TO THE EXCHANGE AGENT. SEE INSTRUCTION 12.

List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the Certificate or RegistrationNumbers and Principal Amounts should be listed on a separately signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES TENDEREDOLD NOTES

Name(s) and Address(es) of Registered Holder(s) of Old Notes, Exactly as Name(s) Appear(s) on Old Notes

Certificate or

RegistrationNumber *

Aggregate PrincipalAmount

Represented by OldNotes

PrincipalAmount Tendered

**

Total * Need not be completed by book-entry holders.** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Old Notes. All

tenders must be in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof.

2

☐ CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH

☐ CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNTMAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONSONLY):

Name of Tendering Institution:

Account Number:

Transaction Code Number:

Name of Tendering Institution:

Address:

Area Code and Telephone Number:

SIGNATURES MUST BE PROVIDED BELOWPLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY


Subject to the terms and conditions of the exchange offer, the undersigned hereby tenders to the Corporation for exchange the principal amount of OldNotes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Old Notes tendered in accordance with thisLetter of Transmittal, the undersigned hereby exchanges, assigns and transfers to the Corporation all right, title and interest in and to the Old Notes tenderedfor exchange hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the agent and attorney-in-fact of the undersigned(with full knowledge that the Exchange Agent also acts as the agent of the Corporation in connection with the exchange offer) with respect to the tenderedOld Notes with full power of substitution to:

• deliver such Old Notes, or transfer ownership of such Old Notes on the account books maintained by DTC, to the Corporation and deliver allaccompanying evidences of transfer and authenticity; and

• present such Old Notes for transfer on the books of the Corporation and receive all benefits and otherwise exercise all rights of beneficial

ownership of such Old Notes, all in accordance with the terms of the exchange offer. The power of attorney granted in this paragraph shall bedeemed to be irrevocable and coupled with an interest.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the OldNotes tendered hereby and to acquire the New Notes issuable upon the exchange of such tendered Old Notes, and that the Corporation will acquire good andunencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same areaccepted for exchange by the Corporation.

The undersigned acknowledges that this exchange offer is being made in reliance upon interpretations contained in no-action letters issued to thirdparties by the staff of the Securities and Exchange Commission (the “SEC”), including Exxon Capital Holdings Corporation, SEC No-Action Letter(available May 13, 1988), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991) (the “Morgan Stanley Letter”) andShearman & Sterling, SEC No-Action Letter (available July 2, 1993), and that the New Notes issued in exchange for the Old Notes pursuant to theexchange offer may be offered for resale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased Old Notesexchanged for such New Notes directly from the Corporation to resell pursuant to Rule 144A or any other available exemption under the Securities Act or aperson that is an “affiliate” of the Corporation or of any of the subsidiary guarantors named in the Prospectus within the meaning of Rule 405 under theSecurities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes areacquired

3

in the ordinary course of such holders’ business and such holders are not participating in, and have no arrangement with any person to participate in, thedistribution of such New Notes. The undersigned specifically represents to the Corporation that:

• any New Notes acquired in exchange for Old Notes tendered hereby are being acquired in the ordinary course of business of the personreceiving such New Notes whether or not such person is the undersigned;

• neither the holder of Old Notes nor any such other person has an arrangement or understanding with any person to participate in the distributionof New Notes;

• neither the undersigned nor any such other person is an “affiliate” (as defined in Rule 405 under the Securities Act) of the Corporation or of any

of the subsidiary guarantors named in the Prospectus or is a broker-dealer tendering Old Notes acquired directly from the Corporation for resalepursuant to Rule 144A or any other available exemption under the Securities Act; and

• the undersigned is not engaged in, and does not intend to engage in, a distribution of New Notes.

If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result ofmarket-making activities or other trading activities, it acknowledges that it may be a statutory underwriter and it will deliver a prospectus in connection withany resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an“underwriter” within the meaning of the Securities Act. The undersigned acknowledges that if the undersigned is participating in the exchange offer for thepurpose of distributing the New Notes:

• the undersigned cannot rely on the position of the staff of the SEC in the Morgan Stanley Letter and similar SEC no-action letters, and, in theabsence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connectionwith a secondary resale transaction of the New Notes, in which case the registration statement must contain the selling security holderinformation required by Item 507 of Regulation S-K of the SEC; and

• failure to comply with such requirements in such instance could result in the undersigned incurring liability for which the undersigned is notindemnified by the Corporation.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Corporation to be necessaryor desirable to complete the exchange, assignment and transfer of the Old Notes tendered hereby, including the transfer of such Old Notes on the accountbooks maintained by DTC.

The Corporation has agreed, subject to the terms of the Registration Rights Agreement (as defined in the Prospectus), that until the earlier of (i) 180days from the date on which the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) is declared effective and (ii) thedate on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, it will make theProspectus, as amended or supplemented from time to time, available to any participating broker-dealer for use in connection with resales of the New Notes.Each participating broker-dealer, by tendering Old Notes and executing this Letter of Transmittal, or delivering an agent’s message (as defined in theProspectus) instead of this Letter of Transmittal, agrees that, upon receipt of notice from the Corporation of the occurrence of any event or the discovery ofany fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectusto omit to state a material fact necessary in order to make the statements contained or incorporated by reference in the Prospectus, in light of thecircumstances under which they were made, not misleading, the participating broker-dealer will suspend the resale of New Notes under the Prospectus.Each participating broker-dealer further agrees that, upon receipt of a notice from the Corporation to suspend the resale of New Notes as provided above,the participating broker-dealer will suspend resales of the New Notes until (1) the Corporation has amended or supplemented the Prospectus to correct themisstatement or omission and has furnished copies of the amended or supplemented Prospectus to the participating broker-dealer or (2) the Corporation hasgiven notice that the sale of the New

4

Notes may be resumed, as the case may be. If the Corporation gives notice to suspend the resale of the New Notes as provided above, it will extend theperiod referred to above during which participating broker-dealers are entitled to use the Prospectus in connection with the resale of New Notes by thenumber of days during the period from and including the date of the giving of such notice to and including the date when participating broker-dealersreceive copies of the supplemented or amended Prospectus necessary to permit resales of the New Notes or to and including the date on which theCorporation has given notice that the resale of New Notes may be resumed, as the case may be.

For purposes of the exchange offer, the Corporation shall be deemed to have accepted for exchange validly tendered Old Notes when, as and if theCorporation gives oral or written notice thereof to the Exchange Agent. Any tendered Old Notes that are not accepted for exchange pursuant to theexchange offer for any reason will be returned, without expense, to the undersigned at the address shown below or at a different address as may be indicatedherein under “Special Delivery Instructions” as promptly as practicable after the expiration date.

All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned, andevery obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned’s heirs, personal representatives, successors andassigns.

The undersigned acknowledges that the acceptance of properly tendered Old Notes by the Corporation pursuant to the procedures described under thecaption “The Exchange Offer—Procedures for Tendering Old Notes” in the Prospectus and in the instructions hereto will constitute a binding agreementbetween the undersigned and the Corporation upon the terms and subject to the conditions of the exchange offer.

Unless otherwise indicated under “Special Issuance Instructions,” the Corporation will issue the New Notes issued in exchange for the Old Notesaccepted for exchange, and return any Old Notes not tendered or not exchanged, in the name of the undersigned. Similarly, unless otherwise indicated under“Special Delivery Instructions,” the Corporation will mail or deliver the New Notes issued in exchange for the Old Notes accepted for exchange and anyOld Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’ssignature. In the event that both “Special Issuance Instructions” and “Special Delivery Instructions” are completed, the Corporation will issue the NewNotes issued in exchange for the Old Notes accepted for exchange in the name of, and return any Old Notes not tendered or not exchanged to, the person(s)so indicated. The undersigned recognizes that the Corporation has no obligation pursuant to the “Special Issuance Instructions” and “Special DeliveryInstructions” to transfer any Old Notes from the name of the registered holder(s) thereof if the Corporation does not accept for exchange any of the OldNotes so tendered for exchange.

SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 4 AND 5)

☐ Check this box if your certificates have been lost, stolen, misplaced or mutilated. See Instructions 4 and 11 on the reverse side of this form.

5

SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 4 AND 5)

To be completed ONLY (i) if Old Notes in a principal amount not tendered, or New Notes issued in exchange for Old Notes accepted for exchange,are to be issued in the name of someone other than the undersigned, or (ii) if Old Notes tendered by book-entry transfer that are not exchanged are to bereturned by credit to an account maintained at DTC other than the account indicated above.

Issue New Notes and/or Old Notes to: Name(s):

Account No. (if Applicable):

Address:

(Include Zip Code)


Tax Identification orSocial Security Number:

DTC Account Number:

(PLEASE PRINT OR TYPE)SPECIAL DELIVERY INSTRUCTIONS

(SEE INSTRUCTIONS 4 AND 5)

To be completed ONLY if Old Notes in a principal amount not tendered, or New Notes issued in exchange for Old Notes accepted for exchange, are to bemailed or delivered to someone other than the undersigned, or to the undersigned at an address other than that shown below the undersigned’s signature.

Mail or deliver New Notes and/or Old Notes to: Name(s):

Account No. (if Applicable):

Address:

(Include Zip Code)


Tax Identification orSocial Security Number:

Is this a permanent address change? (check one box)

☐ Yes ☐ No

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(PLEASE PRINT OR TYPE)

IMPORTANT: PLEASE SIGN HERE WHETHER OR NOT OLD NOTES ARE BEINGPHYSICALLY TENDERED HEREBY

(COMPLETE ACCOMPANYING IRS FORM W-9)

SIGNATURES REQUIREDSignatures of Registered Holders of Old Notes

X

X

(The above lines must be signed by the registered holders of Old Notes as their names appear on the Old Notes or on a security position listing, or bypersons authorized to become registered holders by a properly completed bond power from the registered holders, a copy of which must be transmitted withthis Letter of Transmittal. If Old Notes to which this Letter of Transmittal relate are held of record by two or more joint holders, then all such holders mustsign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person actingin a fiduciary or representative capacity, then such person must set forth his or her full title below and, unless waived by the Corporation, submit evidencesatisfactory to the Corporation of such person’s authority so to act. See Instruction 4 regarding the completion of this Letter of Transmittal, printed below.) PLEASE PRINT OR TYPE:

Name and Capacity (Full Title):

Address (Including Zip Code):

Area Code and Telephone No.: ( )

Tax Identification or Social Security No:

Dated:

SIGNATURE GUARANTEE (If required—see Instruction 4)

Certain signatures must be guaranteed by an eligible institution.

Authorized Signature: (Signature of Representative of Signature Guarantor)

Name and Title:

Name of Firm:

Address (Including Zip Code):

Area Code and Telephone No.: ( )

Dated:

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INSTRUCTIONSFORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. DeliveryofthisLetterofTransmittalandOldNotes. A holder of Old Notes may tender the same by (i) properly completing and signing this Letterof Transmittal or a facsimile thereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) anddelivering the same, together with the certificate or certificates, if applicable, representing the Old Notes being tendered and any required signatureguarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the ExpirationDate or (ii) complying with the procedure for book-entry transfer described below. Old Notes tendered hereby must be in denominations of $2,000 or anyintegral multiple of $1,000 in excess thereof.

For purposes of the Exchange Offer, the Exchange Agent will establish an account at DTC with respect to the Old Notes promptly after the date of theProspectus. DTC participants may make book-entry delivery of Old Notes by causing DTC to transfer such Old Notes into the Exchange Agent’s account atDTC in accordance with DTC’s Automated Tender Offer Program (“ATOP”) procedures for such transfer. However, although delivery of Old Notes maybe effected through book-entry transfer at DTC, an Agent’s Message (as defined in the next paragraph) in connection with a book-entry transfer and anyother required documents, must, in any case, be transmitted to and received by the Exchange Agent at the address specified on the cover page of this Letterof Transmittal on or prior to the Expiration Date for a holder to have validly tendered its Old Notes.

A holder may tender Old Notes that are held through DTC by transmitting its acceptance through DTC’s ATOP, for which the transaction will beeligible, and DTC will then edit and verify the acceptance and send an Agent’s Message to the Exchange Agent for its acceptance. The term “Agent’sMessage” means a message transmitted by DTC to, and received by, the Exchange Agent and forming part of the book-entry confirmation, which states thatDTC has received an express acknowledgment from the participant tendering the Old Notes that such participant has received the Letter of Transmittal andagrees to be bound by the terms of this Letter of Transmittal and that the Corporation may enforce such agreement against such participant. Delivery of anAgent’s Message will also constitute an acknowledgment from the tendering DTC participant that the representations and warranties set forth in this Letterof Transmittal are true and correct.

DELIVERY OF THE AGENT’S MESSAGE BY DTC WILL SATISFY THE TERMS OF THE EXCHANGE OFFER AS TO EXECUTIONAND DELIVERY OF A LETTER OF TRANSMITTAL BY THE PARTICIPANT IDENTIFIED IN THE AGENT’S MESSAGE.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD NOTES AND ALL OTHER REQUIREDDOCUMENTS, OR BOOK-ENTRY TRANSFER AND TRANSMISSION OF AN AGENT’S MESSAGE BY A DTC PARTICIPANT, ARE ATTHE ELECTION AND RISK OF THE TENDERING HOLDERS. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THATHOLDERS USE AN OVERNIGHT OR HAND-DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TOASSURE TIMELY DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OROLD NOTES SHOULD BE SENT TO THE CORPORATION OR DTC. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS,DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THE TENDERS FOR SUCH HOLDERS. SEE“THE EXCHANGE OFFER” SECTION OF THE PROSPECTUS.

2. TenderbyHolder. Only a holder of Old Notes may tender such Old Notes in the exchange offer. Any beneficial owner of Old Notes who is not theregistered holder and who wishes to tender should arrange with the registered holder to execute and deliver this Letter of Transmittal on his behalf or must,prior to completing and executing this Letter of Transmittal and delivering his Old Notes, either make appropriate arrangements to

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register ownership of the Old Notes in such beneficial owner’s name or obtain a properly completed bond power from the registered holder.

3. PartialTenders. Tenders of Old Notes will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excessthereof. If less than the entire principal amount of any Old Notes is tendered, the tendering holder should fill in the principal amount tendered in the fourthcolumn of the box entitled “Description of Old Notes Tendered” above. The entire principal amount of Old Notes delivered to the Exchange Agent will bedeemed to have been tendered unless otherwise indicated. If the entire principal amount of all Old Notes is not tendered, then Old Notes for the principalamount of Old Notes not tendered and New Notes issued in exchange for any Old Notes accepted will be sent to the holder at his or her registered address,unless a different address is provided in the appropriate box on this Letter of Transmittal, promptly after the Old Notes are accepted for exchange.

4. SignaturesonthisLetterofTransmittal;BondPowersandEndorsements;GuaranteeofSignatures. If this Letter of Transmittal is signed by therecord holders of the Old Notes tendered hereby, the signatures must correspond with the names as written on the face of the Old Notes without alteration,enlargement or any change whatsoever. If this Letter of Transmittal is signed by a participant in the DTC, the signature must correspond with the name as itappears on the security position listing as the holder of the Old Notes.

If this Letter of Transmittal is signed by the registered holders of Old Notes listed and tendered hereby and the New Notes issued in exchange thereforare to be issued (or any untendered principal amount of Old Notes is to be reissued) to the registered holders, such holders need not and should not endorseany tendered Old Notes, nor provide a separate bond power. In any other case, such holders must either properly endorse the Old Notes tendered or transmita properly completed separate bond power with this Letter of Transmittal, with the signatures on the endorsement or bond power guaranteed by an eligibleinstitution.

If this Letter of Transmittal is signed by a person other than the registered holders of any Old Notes listed, such Old Notes must be endorsed oraccompanied by appropriate bond powers, in each case signed as the names of the registered holders appear on the Old Notes.

If this Letter of Transmittal or any Old Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers ofcorporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Corporation,evidence satisfactory to the Corporation of their authority to act must be submitted with this Letter of Transmittal.

Endorsements on Old Notes or signatures on bond powers required by this Instruction 4 must be guaranteed by an eligible institution. No signatureguarantee is required if:

• this Letter of Transmittal is signed by the registered holders of the Old Notes tendered herein (or by a participant in one of the book-entrytransfer facilities whose name appears on a security position listing as the owner of the tendered Old Notes) and the New Notes are to be issueddirectly to such registered holders (or, if signed by a participant in one of the book-entry transfer facilities, deposited to such participant’saccount at the book-entry transfer facility) and neither the box entitled “Special Delivery Instructions” nor the box entitled “Special IssuanceInstructions” has been completed; or

• such Old Notes are tendered for the account of an eligible institution.

In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an eligible institution.

5. SpecialIssuanceandDeliveryInstructions. Tendering holders should indicate, in the applicable box or boxes, the name and address (or account atthe book-entry transfer facility) in and to which New Notes or substitute Old Notes for principal amounts not tendered or not accepted for exchange are tobe issued or sent, if

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different from the name and address of the persons signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identificationor social security number of the persons named must also be indicated.

6. TransferTaxes. The Corporation will pay all transfer taxes, if any, applicable to the transfer and exchange of Old Notes pursuant to the exchangeoffer. If, however, New Notes or Old Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered orissued in the name of, any person other than the registered holders of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name ofany person other than the persons signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer and exchange of OldNotes to the Corporation or its order pursuant to the exchange offer, then the amount of any such transfer taxes (whether imposed on the registered holdersor any other persons) will be payable by the tendering holders prior to the issuance of the New Notes or delivery or registering of the Old Notes. Ifsatisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxeswill be billed directly to such tendering holders.

EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TOTHE OLD NOTES LISTED IN THIS LETTER OF TRANSMITTAL.

7. U.S. Federal Backup Withholding, Form W-9, Form W-8. U.S. federal income tax law requires that a holder of Old Notes, whose notes areaccepted for exchange, provide the Exchange Agent, as payer, with the holder’s correct taxpayer identification number (“TIN”) or otherwise establish abasis for an exemption from backup withholding. This information should be provided on Internal Revenue Service (“IRS”) Form W-9, which is providedbelow. In the case of a holder who is an individual, other than a resident alien, the TIN is his or her social security number. For holders other thanindividuals, the TIN is an employer identification number. A holder must cross out item (2) in Part II on the Form W-9 if such holder is subject to backupwithholding. If the holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, the holder should write“Applied For” in the space provided for the TIN in Part I of the Form W-9. If “Applied For” is written in the space provided for the TIN in Part I of theForm W-9 and the Exchange Agent is not provided with a TIN by the time of payment, the Exchange Agent will withhold 28% from all such payments withrespect to the Old Notes.

Certain holders (including, among others, corporations and certain foreign persons) are not subject to these backup withholding requirements. Exemptholders (other than foreign persons) should furnish their TIN, complete the certification in Part II of the Form W-9, and sign and return the Form W-9 to theExchange Agent. Each holder that is a foreign person, including entities, must submit an appropriate properly completed Internal Revenue Service FormW-8, certifying, under penalties of perjury, to such holder’s foreign status in order to establish an exemption from backup withholding. An appropriateForm W-8 can be obtained via the IRS website at www.irs.gov or by contacting the Exchange Agent.

If a holder of Old Notes does not provide the Exchange Agent with its correct TIN or an adequate basis for an exemption or an appropriate completedIRS Form W-8, such holder may be subject to backup withholding on payments made in exchange for any Old Notes and a penalty imposed by the IRS.Backup withholding is not an additional federal income tax. Rather, the amount of tax withheld will be credited against the federal income tax liability ofthe holder subject to backup withholding. If backup withholding results in an overpayment of taxes, the taxpayer may obtain a refund from the IRS. Eachholder should consult with a tax advisor regarding qualifications for exemption from backup withholding and the procedure for obtaining the exemption.

To prevent backup withholding, each holder of Old Notes must either (1) provide a completed IRS Form W-9 and indicate either (a) its correct TIN,or (b) an adequate basis for an exemption, or (2) provide a completed Form W-8BEN.

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The Corporation reserves the right in its sole discretion to take whatever steps are necessary to comply with the Corporation’s obligations regardingbackup withholding.

8. ValidityofTenders. All questions as to the form of all documents and the validity, eligibility (including time of receipt), acceptance andwithdrawal of tendered Old Notes will be determined by the Corporation in its sole discretion, which determination will be final and binding. TheCorporation reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes the acceptance of which would, in the opinionof the Corporation or its counsel, be unlawful. The Corporation also reserves the absolute right to waive any conditions of the exchange offer or defects orirregularities in tenders as to particular Old Notes. The interpretation of the terms and conditions by the Corporation of the exchange offer (which includesthis Letter of Transmittal and the instructions hereto) shall be final and binding on all parties. Unless waived, any defects or irregularities in connection withtenders of Old Notes must be cured within such time as the Corporation shall determine. The Corporation will not consider the tender of Old Notes to havebeen validly made until all defects and irregularities have been waived or cured. Neither the Corporation, the Exchange Agent nor any other person shall beunder any duty to give notification of defects or irregularities with regard to tenders of Old Notes nor shall any of them incur any liability for failure to givesuch information.

9. WaiverofConditions. The Corporation reserves the absolute right to waive, in whole or in part, any of the conditions to the exchange offer setforth in the Prospectus.

10. NoConditionalTender. No alternative, conditional, irregular or contingent tender of Old Notes or transmittal of this Letter of Transmittal will beaccepted.

11. Mutilated,Lost,StolenorDestroyedOldNotes. Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact theExchange Agent at the address indicated above for further instructions.

12. RequestsforAssistanceorAdditionalCopies. Requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal maybe directed to the Exchange Agent at the address or telephone number set forth on the cover page of this Letter of Transmittal. Holders may also contacttheir broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offer.

13. Withdrawal. Tenders may be withdrawn only pursuant to the withdrawal rights set forth in the Prospectus under the caption “The Exchange Offer—Withdrawal Rights.”

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF (TOGETHER WITH THE OLDNOTES DELIVERED BY BOOK -ENTRY TRANSFER OR IN ORIGINAL HARD COPY FORM) MUST BE RECEIVED BY THEEXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

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Form W-9(Rev. November 2017)Department of the TreasuryInternal Revenue Service

Request for TaxpayerIdentification Number and Certification

u Go to www.irs.gov/FormW9for instructions and the latest information.

Give Form to therequester. Do notsend to the IRS.

Print ortype.See

SpecificInstructionson page 3.

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes.

4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reportingcode (if any)

(AppliestoaccountsmaintainedoutsidetheU.S.)

☐ Individual/sole proprietor or single-memberLLC

☐ C Corporation

☐

S Corporation

☐

Partnership

☐

Trust/estate

☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) u

Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC isclassified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded fromthe owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate boxfor the tax classification of its owner.

☐ Other (see instructions) u

5 Address (number, street, and apt. or suite no.) See instructions.

Requester’s name and address (optional)

6 City, state, and ZIP code

7 List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backupwithholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, soleproprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employeridentification number (EIN). If you do not have a number, see HowtogetaTIN, later.

Social security number

- - or

Note: If the account is in more than one name, see the instructions for line 1. Also see WhatNameandNumberToGivetheRequesterfor guidelines on whose number to enter.

Employer identification number

- Part II CertificationUnder penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject tobackup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to reportall interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellationof debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but youmust provide your correct TIN. See the instructions for Part II, later.

Sign Here

Signature of U.S. person u Date u

Cat. No. 10231X

Form W-9 (Rev. 11-2017)

General InstructionsSection references are to the Internal Revenue Code unless otherwise noted.Future developments. For the latest information about developments related to Form W-9 and itsinstructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

Purpose of FormAn individual or entity (Form W-9 requester) who is required to file an information return with the IRSmust obtain your correct taxpayer identification number (TIN) which may be your social security number(SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN),or employer identification number (EIN), to report on an information return the amount paid to you, or otheramount reportable on an information return. Examples of information returns include, but are not limited to,the following.• Form 1099-INT (interest earned or paid)• Form 1099-DIV (dividends, including those from stocks or mutual funds)• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)• Form 1099-S (proceeds from real estate transactions)

• Form 1099-K (merchant card and third party network transactions)• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)• Form 1099-C (canceled debt)• Form 1099-A (acquisition or abandonment of secured property)Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.IfyoudonotreturnFormW-9totherequesterwithaTIN,youmightbesubjecttobackupwithholding.See

What is backup withholding, later.By signing the filled-out form, you:1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),2. Certify that you are not subject to backup withholding, or3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also

certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or businessis not subject to the withholding tax on foreign partners’ share of effectively connected income, and4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the

FATCA reporting, is correct. See WhatisFATCAreporting,later, for further information.

Form W-9 (Rev. 11-2017) Page 2

Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN,you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:• An individual who is a U.S. citizen or U.S. resident alien;• A partnership, corporation, company, or association created or organized in the United States or under thelaws of the United States;• An estate (other than a foreign estate); or• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States aregenerally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectivelyconnected taxable income from such business. Further, in certain cases where a Form W-9 has not beenreceived, the rules under section 1446 require a partnership to presume that a partner is a foreign person,and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in apartnership conducting a trade or business in the United States, provide Form W-9 to the partnership toestablish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes ofestablishing its U.S. status and avoiding withholding on its allocable share of net income from thepartnership conducting a trade or business in the United States.• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not theentity;• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or otherU.S. owner of the grantor trust and not the trust; and• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not thebeneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to betreated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (seePub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may usethe terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most taxtreaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause maypermit an exemption from tax to continue for certain types of income even after the payee has otherwisebecome a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treatyto claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9that specifies the following five items.1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from taxas a nonresident alien.2. The treaty article addressing the income.3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.4. The type and amount of income that qualifies for the exemption from tax.5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example.Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarshipincome received by a Chinese student temporarily present in the United States. Under U.S. law, this studentwill become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years.However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows theprovisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of theUnited States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol)and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowshipincome would attach to Form W-9 a statement that includes the information described above to support thatexemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 orForm 8233.

Backup WithholdingWhat is backup withholding? Persons making certain payments to you must under certain conditionswithhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments thatmay be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barterexchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card andthird party network transactions, and certain payments from fishing boat operators. Real estate transactionsare not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester yourcorrect TIN, make the proper certifications, and report all your taxable interest and dividends on your taxreturn.

Payments you receive will be subject to backup withholding if:1. You do not furnish your TIN to the requester,2. You do not certify your TIN when required (see the instructions for Part II for details),3. The IRS tells the requester that you furnished an incorrect TIN,4. The IRS tells you that you are subject to backup withholding because you did not report all your interestand dividends on your tax return (for reportable interest and dividends only), or5. You do not certify to the requester that you are not subject to backup withholding under 4 above (forreportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exemptpayeecode, later, and theseparate Instructions for the Requester of Form W-9 for more information.

Also see Specialrulesforpartnerships, earlier.

What is FATCA Reporting?The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution toreport all United States account holders that are specified United States persons. Certain payees are exemptfrom FATCA reporting. See ExemptionfromFATCAreportingcode, later, and the Instructions for theRequester of Form W-9 for more information.

Updating Your InformationYou must provide updated information to any person to whom you claimed to be an exempt payee if you areno longer an exempt payee and anticipate receiving reportable payments in the future from this person. Forexample, you may need to provide updated information if you are a C corporation that elects to be an Scorporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name orTIN changes for the account; for example, if the grantor of a grantor trust dies.

PenaltiesFailure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of$50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with noreasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subjectyou to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may besubject to civil and criminal penalties.

Specific InstructionsLine 1You must enter one of the following on this line; do not leave this line blank. The name should match thename on your tax return.

If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution(FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of FormW-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that isa U.S. person must provide a Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you have changed your last namewithout informing the Social Security Administration (SSA) of the name change, enter your first name, thelast name as shown on your social security card, and your new last name.

Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a.This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with yourapplication.

b. Sole proprietor or single-member LLC. Enter your individual name as shown on your1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name online 2.

c. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter theentity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This nameshould match the name shown on the charter or other legal document creating the entity. You may enter anybusiness, trade, or DBA name on line 2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate fromits owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner’sname on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name online 1 should be the name shown on the income tax return on which the income should be reported. Forexample, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a singleowner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner ofthe entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes.Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of thedisregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a FormW-9. This is the case even if the foreign person has a U.S. TIN.

Line 2If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.


Line 3Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name isentered on line 1. Check only one box on line 3.

IF the entity/person on line 1 is a(n) . . . THEN check the box for . . .• Corporation Corporation• Individual Individual/sole proprietor or single-

member LLC• Sole proprietorship, or • Single-member limited liability company (LLC)owned by an individual and disregarded for U.S.federal tax purposes. • LLC treated as a partnership for U.S. federal taxpurposes,

Limited liability company and enter theappropriate tax classification.

• LLC that has filed Form 8832 or 2553 to be taxedas a corporation, or

(P= Partnership; C= C corporation; or S= Scorporation)

• LLC that is disregarded as an entity separate fromits owner but the owner is another LLC that is notdisregarded for U.S. federal tax purposes.

• Partnership Partnership• Trust/estate Trust/estate

Line 4, ExemptionsIf you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line4 any code(s) that may apply to you.Exempt payee code.• Generally, individuals (including sole proprietors) are not exempt from backup withholding.• Except as provided below, corporations are exempt from backup withholding for certain payments,including interest and dividends.• Corporations are not exempt from backup withholding for payments made in settlement of payment cardor third party network transactions.• Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceedspaid to attorneys, and corporations that provide medical or health care services are not exempt with respectto payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate codein the space in line 4.1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section403(b)(7) if the account satisfies the requirements of section 401(f)(2)2—The United States or any of its agencies or instrumentalities3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their politicalsubdivisions or instrumentalities4—A foreign government or any of its political subdivisions, agencies, or instrumentalities5—A corporation6—A dealer in securities or commodities required to register in the United States, the District of Columbia,or a U.S. commonwealth or possession7—A futures commission merchant registered with the Commodity Futures Trading Commission8—A real estate investment trust9—An entity registered at all times during the tax year under the Investment Company Act of 194010—A common trust fund operated by a bank under section 584(a)11—A financial institution12—A middleman known in the investment community as a nominee or custodian13—A trust exempt from tax under section 664 or described in section 4947

The following chart shows types of payments that may be exempt from backup withholding. The chartapplies to the exempt payees listed above, 1 through 13.

IF the payment is for . . . THEN the payment is exempt for . . .Interest and dividend payments All exempt payees except for 7

Broker transactions

Exempt payees 1 through 4 and 6 through 11 andall C corporations. S corporations must not enter anexempt payee code because they are exempt onlyfor sales of noncovered securities acquired prior to2012.

Barter exchange transactions and patronagedividends

Exempt payees 1 through 4

Payments over $600 required to be reported anddirect sales over $5,000 1

Generally, exempt payees 1 through 5 2

Payments made in settlement of payment card orthird party network transactions

Exempt payees 1 through 4

1 See Form 1099-MISC, Miscellaneous Income, and its instructions.2 However, the following payments made to a corporation and reportable on Form 1099-MISC are notexempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid toan attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt fromreporting under FATCA. These codes apply to persons submitting this form for accounts maintained outsideof the United States by certain foreign financial institutions. Therefore, if you are only submitting this formfor an account you hold in the United States, you may leave this field blank. Consult with the personrequesting this form if you are uncertain if the financial institution is subject to these requirements. Arequester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable”(or any similar indication) written or printed on the line for a FATCA exemption code.A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined insection 7701(a)(37)B—The United States or any of its agencies or instrumentalitiesC—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their politicalsubdivisions or instrumentalitiesD—A corporation the stock of which is regularly traded on one or more established securities markets, asdescribed in Regulations section 1.1472-1(c)(1)(i)E—A corporation that is a member of the same expanded affiliated group as a corporation described inRegulations section 1.1472-1(c)(1)(i)F—A dealer in securities, commodities, or derivative financial instruments (including notional principalcontracts, futures, forwards, and options) that is registered as such under the laws of the United States or anystateG—A real estate investment trustH—A regulated investment company as defined in section 851 or an entity registered at all times during thetax year under the Investment Company Act of 1940I—A common trust fund as defined in section 584(a)J—A bank as defined in section 581K—A brokerL—A trust exempt from tax under section 664 or described in section 4947(a)(1)M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note: You may wish to consult with the financial institution requesting this form to determine whether theFATCA code and/or exempt payee code should be completed.

Line 5Enter your address (number, street, and apartment or suite number). This is where the requester of this FormW-9 will mail your information returns. If this address differs from the one the requester already has on file,write NEW at the top. If a new address is provided, there is still a chance the old address will be used until thepayor changes your address in their records.

Line 6Enter your city, state, and ZIP code.

Part I. Taxpayer IdentificationNumber (TIN)Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligibleto get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the socialsecurity number box. If you do not have an ITIN, see HowtogetaTINbelow.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’sSSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as acorporation or partnership, enter the entity’s EIN.

Note: See WhatNameandNumberToGivetheRequester,later, for further clarification of name and TINcombinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5,Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov.You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS IndividualTaxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer IdentificationNumber, to apply for an EIN. You can apply for an EIN online by accessing the IRS website atwww.irs.gov/Businessesand clicking on Employer Identification Number (EIN) under Starting a Business. Goto www.irs.gov/Formsto view, download, or print Form W-7 and/or Form SS-4. Or, you can go towww.irs.gov/OrderFormsto place an order and have Form W-7 and/or SS-4 mailed to you within 10 businessdays.

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” inthe space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments,and certain payments made with respect to readily tradable instruments, generally you will have 60 days to geta TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day ruledoes not apply to other types of payments. You will be subject to backup withholding on all such paymentsuntil you provide your TIN to the requester.

Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply forone soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. CertificationTo establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You maybe requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case ofa disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exemptpayeecode,earlier.


Privacy Act NoticeSection 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain otherincome paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form usesthe information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities,states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforcecivil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generallywithhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts

considered active during 1983. You must give your correct TIN, but you do not have to sign thecertification.2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts

considered inactive during 1983. You must sign the certification or backup withholding will apply. If youare subject to backup withholding and you are merely providing your correct TIN to the requester, you mustcross out item 2 in the certification before signing the form.3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.4. Other payments. You must give your correct TIN, but you do not have to sign the certification unlessyou have been notified that you have previously given an incorrect TIN. “Other payments” includepayments made in the course of the requester’s trade or business for rents, royalties, goods (other than billsfor merchandise), medical and health care services (including payments to corporations), payments to anonemployee for services, payments made in settlement of payment card and third party networktransactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid toattorneys (including payments to corporations).5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of

debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A),IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions.You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual The individual 2.

Two or more individuals(joint account) other than an account maintainedby an FFI

The actual owner of the account or, if combinedfunds, the first individual on the account 1

3. Two or more U.S. persons (joint accountmaintained by an FFI)

Each holder of the account

4. Custodial account of a minor (Uniform Gift toMinors Act)

The minor 2

5. a. The usual revocable savings trust (grantor is alsotrustee)

The grantor-trustee 1

b. So-called trust account that is not a legal orvalid trust under state law

The actual owner 1

6. Sole proprietorship or disregarded entity owned byan individual

The owner 3

7.

Grantor trust filing under Optional Form 1099Filing Method 1 (see Regulations section1.671-4(b)(2)(i) (A))

The grantor*

For this type of account: Give name and EIN of:

8.

Disregarded entity not owned by an individual

The owner 9. A valid trust, estate, or pension trust Legal entity 4 10.

Corporation or LLC electing corporate status onForm 8832 or Form 2553

The corporation

11. Association, club, religious, charitable,educational, or other tax-exempt organization

The organization

12. Partnership or multi-member LLC The partnership 13. A broker or registered nominee The broker or nominee 14.

Account with the Department of Agriculture in thename of a public entity (such as a state or localgovernment, school district, or prison) thatreceives agricultural program payments

The public entity

15.

Grantor trust filing under the Form 1041 FilingMethod or the Optional Form 1099 Filing Method2 (see Regulations section 1.671-4(b)(2)(i)(B))

The trust

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List first and circle the name of the person whose number you furnish. If only one person on a joint accounthas an SSN, that person’s number must be furnished.

2 Circle the minor’s name and furnish the minor’s SSN.

3 You must show your individual name and you may also enter your business or DBA name on the “Businessname/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages youto use your SSN.

4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative ortrustee unless the legal entity itself is not designated in the account title.) Also see Specialrulesforpartnerships,earlier.

*Note: The grantor also must provide a Form W-9 to trustee of trust.Note: If no name is circled when more than one name is listed, the number will be considered to be that of thefirst name listed.

Secure Your Tax Records From Identity TheftIdentity theft occurs when someone uses your personal information such as your name, SSN, or otheridentifying information, without your permission, to commit fraud or other crimes. An identity thief may useyour SSN to get a job or may file a tax return using your SSN to receive a refund.To reduce your risk:● Protect your SSN,● Ensure your employer is protecting your SSN, and● Be careful when choosing a tax preparer.If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away tothe name and phone number printed on the IRS notice or letter.If your tax records are not currently affected by identity theft but you think you are at risk due to a lost orstolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotlineat 1-800-908-4490 or submit Form 14039.For more information, see Pub. 5027, Identity Theft Information for Taxpayers.Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help inresolving tax problems that have not been resolved through normal channels, may be eligible for TaxpayerAdvocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email andwebsites designed to mimic legitimate business emails and websites. The most common act is sending anemail to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user intosurrendering private information that will be used for identity theft.The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailedinformation through email or ask taxpayers for the PIN numbers, passwords, or similar secret accessinformation for their credit card, bank, or other financial accounts.If you receive an unsolicited email claiming to be from the IRS, forward this message to [email protected] may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector Generalfor Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal TradeCommission at [email protected] report them at www.ftc.gov/complaint. You can contact the FTC atwww.ftc.gov/idtheftor 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, seewww.IdentityTheft.govand Pub. 5027.Visit www.irs.gov/IdentityTheftto learn more about identity theft and how to reduce your risk.

Exhibit 99.2

LETTER TO DTC PARTICIPANTSVISTRA ENERGY CORP.





To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Vistra Energy Corp., a Delaware corporation (the “Corporation”), is offering, subject to the terms and conditions set forth in its prospectus, dated , 2018 (the “Prospectus”), relating to the offer (the “Exchange Offer”) by the Corporation to exchange up to $850,000,000 of its 8.125% SeniorNotes due 2026 (CUSIP No. ) (the “New Notes”), that have been registered under the Securities Act of 1933, as amended (the “SecuritiesAct”), for a like principal amount of its issued and outstanding 8.125% Senior Notes due 2026 (CUSIP Nos. 26817R BA5 and U2676Q AN8) (the “OldNotes”), that have not been registered under the Securities Act. The Exchange Offer is being extended to all holders of the Old Notes in order to satisfycertain obligations of the Corporation contained in the Registration Rights Agreement, dated as of August 21, 2017, by and between the Corporation, assuccessor in interest to Dynegy Inc., the Subsidiary Guarantors party thereto (as defined therein) and Goldman Sachs & Co. LLC, as representative of theInitial Purchasers (as defined therein). The New Notes are substantially identical to the Old Notes, except that the transfer restrictions, registration rights andprovisions for additional interest applicable to the Old Notes do not apply to the New Notes.

Please contact your clients for whom you hold Old Notes regarding the Exchange Offer. For your information and for forwarding to your clients forwhom you hold Old Notes registered in your name or in the name of your nominee, or who hold Old Notes registered in their own names, we are enclosingthe following documents:

1. the Prospectus;

2. a Letter of Transmittal for your use and for the information of your clients;

3. a form of letter which may be sent to your clients for whose accounts you hold Old Notes registered in your name or in the name of your nominee,with space provided for obtaining such clients’ instructions with regard to the Exchange Offer; and

4. return envelopes addressed to the Exchange Agent.

Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time, on , 2018, unless theExchange Offer is extended (such time and date as it may be extended, the “Expiration Date”). Old Notes tendered pursuant to the Exchange Offermay be withdrawn at any time before 5:00 p.m., New York City time, on the Expiration Date.

Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Corporation that:

• the New Notes acquired in exchange for Old Notes pursuant to the Exchange Offer are being acquired in the ordinary course of business of theperson receiving such New Notes whether or not such person is the undersigned;

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• neither the holder of Old Notes nor any such other person has an arrangement or understanding with any person to participate in the distributionof New Notes within the meaning of the Securities Act;

• neither the holder nor any such other person is an “affiliate” (as defined in Rule 405 under the Securities Act) of the Corporation or of any of

the subsidiary guarantors named in the Prospectus or is a broker-dealer tendering Old Notes acquired directly from the Corporation for resalepursuant to Rule 144A or any other available exemption under the Securities Act; and

• the holder is not engaged in, and does not intend to engage in, a distribution of the New Notes.

If the holder is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it acknowledges that it may be a statutoryunderwriter and it will deliver a prospectus in connection with any resale of such New Notes.

The enclosed Letter to Clients contains an authorization by the beneficial owners of the Old Notes for you to make the foregoing representations.

The holder must do one of the following on or prior to the Expiration Date to participate in the Exchange Offer:

• tender the Old Notes by sending the certificates for the Old Notes, in proper form for transfer, a properly completed and duly executed Letter of

Transmittal, with any required signature guarantees, and all other documents required by the Letter of Transmittal, to the Exchange Agent at theaddress listed in the Prospectus under the caption “The Exchange Offer—Exchange Agent”; or

• tender the Old Notes by using the book-entry procedures described in the Prospectus under the caption “The Exchange Offer—Procedures forTendering Old Notes” through The Depository Trust Company’s Automated Tender Offer Program.

The Corporation will, upon request, reimburse brokers, dealers, commercial banks, trust companies and other nominees for reasonable and necessarycosts and expenses incurred by them in forwarding the Prospectus and the related documents to the beneficial owners of Old Notes held by them as nomineeor in a fiduciary capacity. The Corporation will pay or cause to be paid all stock transfer taxes applicable to the exchange of Old Notes in the ExchangeOffer, except as set forth in Instruction 6 of the Letter of Transmittal.

Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to theExchange Agent at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

Vistra Energy Corp.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON BECOMINGAN AGENT OF VISTRA ENERGY CORP. OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANYDOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, EXCEPTFOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

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Exhibit 99.3

LETTER TO CLIENTSVISTRA ENERGY CORP.





To: Clients:

Enclosed for your consideration is a prospectus, dated , 2018 (the “Prospectus”), and the related Letter of Transmittal (the “Letter ofTransmittal”) relating to the offer (the “Exchange Offer”) by Vistra Energy Corp., a Delaware corporation (the “Corporation”), to exchange up to$850,000,000 of its 8.125% Senior Notes due 2026 (CUSIP No. ) (the “New Notes”), that have been registered under the Securities Act of1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 8.125% Senior Notes due 2026 (CUSIP Nos. 26817R BA5and U2676Q AN8) (the “Old Notes”), that have not been registered under the Securities Act. The Exchange Offer is being extended to all holders of the OldNotes in order to satisfy certain obligations of the Corporation contained in the Registration Rights Agreement, dated as of August 21, 2017, by andbetween the Corporation, as successor in interest to Dynegy Inc., the Subsidiary Guarantors party thereto (as defined therein) and Goldman Sachs & Co.LLC, as representative of the Initial Purchasers (as defined therein). The New Notes are substantially identical to the Old Notes, except that the transferrestrictions, registration rights and provisions for additional interest applicable to the Old Notes do not apply to the New Notes.

These materials are being forwarded to you as the beneficial owner of the Old Notes held by us for your account but not registered in your name. Atender of such Old Notes may only be made by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Notes held by us for your account, pursuant to theterms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. We also request that you confirm that we may on your behalf make therepresentations and warranties contained in the Letter of Transmittal.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Notes on your behalf in accordance withthe provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on , 2018, unless it is extended. AnyOld Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the expiration of the Exchange Offer.

Your attention is directed to the following: 1. The Exchange Offer is for any and all Old Notes. 2. The Exchange Offer is subject to certain conditions set forth in the Prospectus under the caption “The Exchange Offer—Conditions to the Exchange

Offer.” 3. Any transfer taxes incident to the transfer of Old Notes from you to the Corporation will be paid by the Corporation, except as otherwise provided in

Instruction 6 of the Letter of Transmittal. 4. The Exchange Offer expires at 5:00 p.m., New York City time, on , 2018, unless it is extended.

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If you wish to have us tender your Old Notes, please so instruct us by completing, executing and returning to us the instruction form on the back ofthis letter. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Old Notes.

INSTRUCTIONS WITH RESPECT TOTHE EXCHANGE OFFER

The undersigned acknowledges receipt of your letter and the enclosed materials, referred to therein, relating to the Exchange Offer made by theCorporation with respect to its Old Notes.

This will instruct you as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account ofthe undersigned.

The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in amount):

$ of the 8.125% Senior Secured Notes due 2026.

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

☐ To tender the following Old Notes held by you for the account of the undersigned, subject to the terms and conditions set forth in the Prospectusand the related Letter of Transmittal (insert principal amount of Old Notes to be tendered, if any):

$

☐ Not to tender any Old Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized tomake, on behalf of the undersigned (and the undersigned by its signature below, hereby makes to you), the representations and warranties contained in theLetter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including, but not limited, to the representations that:

• the New Notes acquired in exchange for Old Notes pursuant to the Exchange Offer are being acquired in the ordinary course of business of theperson receiving such New Notes whether or not such person is the undersigned;

• neither the holder of Old Notes nor any such other person has an arrangement or understanding with any person to participate in the distributionof New Notes within the meaning of the Securities Act;

• neither the undersigned nor any such other person is an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Corporation

or of any of the subsidiary guarantors named in the Prospectus or is a broker-dealer tendering Old Notes acquired directly from the Corporationfor resale pursuant to Rule 144A or any other available exemption under the Securities Act; and

• the undersigned is not engaged in, and does not intend to engage in, a distribution of the New Notes.

If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it acknowledges that it may be astatutory underwriter and it will deliver a prospectus in connection with any resale of such New Notes.

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Dated: Signature(s): Print Name(s) here: Print Address(es): Area Code and Telephone Number(s): Tax Identification or Social Security Number(s):

None of the Old Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specificcontrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Old Notes held by us foryour account.

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