Post-Effective Amend. No. 1 to Form S-4

Large accelerated filer

Accelerated filer

Non-accelerated filer

☒ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

POS AM 1 d612945dposam.htm POST-EFFECTIVE AMEND. NO. 1 TO FORM S-4 Post-Effective Amend. No. 1 to Form S-4

As filed with the Securities and Exchange Commission on September 4, 2018

Registration No. 333-226277

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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 Drive

Irving, 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

6555 Sierra Drive

Irving, Texas 75039

(214) 812-4600

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent of Service)

With a copy to:

William D. Howell

Sidley Austin LLP

2021 McKinney Avenue

Dallas, Texas 75201

(214) 981-3418

Approximate date of commencement of proposed sale to the public: Not applicable.

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.

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) ☐

TABLE OF ADDITIONAL REGISTRANT GUARANTORS


Exact Name of Registrant Guarantor as Specified in its Charter (1)	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification 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	—
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 Energy Industries Company, Inc.	Texas	—
Texas Power & Light Company, Inc.	Texas	75-0606380
Texas Utilities Company, Inc.	Texas	75-2669310
Texas Utilities Electric Company, Inc.	Texas	75-2967817
T-Fuels, LLC	Delaware	76-0615771
TXU Electric Company, Inc.	Texas	75-1837355
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
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.

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the Registration Statement (Registration No. 333-226277) of Vistra Energy Corp. (the “Company”) on Form S-4 (as amended, the “Registration Statement”) originally filed with the Securities and Exchange Commission on July 23, 2018, whereby the Company registered $850,000,000 aggregate principal amount of 8.125% Senior Notes due 2026 in connection with an offer to exchange such securities for outstanding unregistered 8.125% Senior Notes due 2026. The Registration Statement was declared effective on August 16, 2018.

On August 21, 2018, the Company announced the results to date for the Company’s previously announced solicitation of consents (the “Consent Solicitations”) from holders of certain outstanding series of public notes, including the Old Notes (as defined in the Registration Statement). In connection with the Consent Solicitations, the Company received the requisite consent from the holders of the Old Notes to amend the Registration Rights Agreement (as defined in the Registration Statement) to remove the obligation that the Company consummate the Registered Exchange Offer (as defined in the Registration Statement), and the Company so amended the Registration Rights Agreement on August 22, 2018.

Accordingly, the Company has terminated all offerings of its securities pursuant to the Registration Statement. In accordance with undertakings made by the Company in the Registration Statement, the Company hereby removes and withdraws from registration all securities registered pursuant to the Registration Statement and terminates the Registration Statement.

Pursuant to Rule 457(p) promulgated under the Securities Act of 1933, as amended, the Company intends to offset the total filing fee due for a subsequent registration statement or statements by the Company or its wholly owned subsidiaries, as applicable, against the aggregate total dollar amount of the filing fee associated with those unsold securities previously registered under the Registration Statement.

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 the undersigned, thereunto duly authorized in the City of Irving, State of Texas on September 4, 2018.


Vistra Energy Corp. (Registrant)

By:		/s/ Kristopher E. Moldovan
		Name: Kristopher E. Moldovan
		Title: Senior Vice President and Treasurer