Vistra Energy Completes Merger with Dynegy

Combination Creates Leading Integrated Power Company Across Key
Competitive U.S. Power Markets

IRVING, Texas–(BUSINESS WIRE)–Vistra Energy Corp. (NYSE: VST), the parent company for TXU Energy and
Luminant, today announced it has completed its previously announced
merger with Dynegy Inc. (NYSE: DYN). The closing of the transaction
follows the overwhelming approval from stockholders of both Vistra
Energy Corp. and Dynegy Inc. in March, and the receipt of all required
regulatory approvals. Vistra Energy Corp. will be the name of the
combined company moving forward, and the combined company’s stock will
continue to trade on the New York Stock Exchange under the current
ticker symbol for Vistra Energy.

The combination of Dynegy’s generation capacity and existing retail
footprint with Vistra Energy’s integrated ERCOT model creates the
lowest-cost integrated power company in the industry and positions the
combined company as the leading integrated retail and generation
platform throughout key competitive power markets in the United States.

With the transaction complete, Vistra Energy now:

• Employs about 6,000 people across 12 states.
• Serves approximately 2.7 million residential customers in five top
  retail states.
• Serves approximately 240,000 commercial and industrial retail
  customers.
• Owns approximately 40,000 megawatts of installed generation capacity.
• Has power generation capacity that is more than 60 percent natural
  gas-fueled, with 84 percent located within the ERCOT, PJM, and ISO-NE
  competitive power markets.
• Projects that it will produce approximately 50 percent of gross margin
  from more stable capacity payments and retail operations, as well as
  approximately 50 percent of adjusted EBITDA from the ERCOT market.

“With this combination completed, Vistra Energy is now positioned to be
the leading integrated power company in the United States,” said Vistra
Energy President and Chief Executive Officer Curt Morgan.

“We further believe our low-cost structure, diversified business
operations, and strong balance sheet create the platform to produce
significant shareholder value, as demonstrated by our stated expectation
to exceed our previously communicated merger-related synergy and
operational improvement targets,” added Mr. Morgan. “The combined
company’s EBITDA to free cash flow conversion rate of approximately 60
percent from its ongoing operations is expected to provide significant
excess cash for diverse capital allocation opportunities, reduction of
debt to our stated 2.5 times net debt to EBITDA target, disciplined
growth investments, and return of capital to our stockholders including
share repurchases and dividends. We welcome our Dynegy colleagues, and
look forward to serving our new customers and communities where we
operate.”

In accordance with the terms of the merger, Dynegy stockholders are
entitled to receive 0.652 shares of Vistra Energy common stock for each
share of Dynegy common stock that they owned, resulting in former Vistra
Energy stockholders and former Dynegy stockholders owning approximately
79 percent and 21 percent, respectively, of the combined company.

Vistra Energy also announced that three of Dynegy’s directors, Hilary E.
Ackermann, Paul M. Barbas, and John R. Sult, have been appointed to the
Vistra Energy Board of Directors, effective immediately. These
appointments bring the total number of directors of the combined
company’s board to 11.

The Vistra
Energy leadership team can be viewed on Vistra Energy’s website.

The combined company’s headquarters will be in Irving, Texas. In
addition, the combined company has offices in Houston; Cincinnati, Ohio;
and Collinsville, Illinois.

ABOUT VISTRA ENERGY

Vistra Energy (NYSE: VST) is a premier, integrated power company based
in Irving, Texas, combining an innovative, customer-centric approach to
retail with a focus on safe, reliable, and efficient power generation.
Through subsidiaries that include TXU Energy, Dynegy Energy Services,
Homefield Services, and Luminant, Vistra operates in 12 states and six
of the seven competitive markets in the U.S., with about 6,000
employees. Vistra’s retail brands serve approximately 2.9 million
residential, commercial, and industrial customers across five top retail
states, and its generation fleet totals approximately 40,000 megawatts
of highly efficient generation capacity, with a diverse portfolio of
natural gas, nuclear, coal, and solar facilities.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information presented herein includes forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements, which are based on current
expectations, estimates and projections about the industry and markets
in which Vistra Energy operates and beliefs of and assumptions made by
Vistra Energy’s management, involve risks and uncertainties, which are
difficult to predict and are not guarantees of future performances, that
could significantly affect the financial results of Vistra Energy. All
statements, other than statements of historical facts, are
forward-looking statements. These statements are often, but not always,
made through the use of words or phrases such as “may,” “might,”
“should,” “could,” “predict,” “potential,” “believe,” “will likely
result,” “expect,” “continue,” “will,” “shall,” “anticipate,” “seek,”
“estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,”
“would,” “guidance,” and “outlook,” or the negative variations of those
words or other comparable words of a future or forward-looking nature.
Readers are cautioned not to place undue reliance on forward-looking
statements. Although Vistra Energy believes that in making any such
forward-looking statement, Vistra Energy’s expectations are based on
reasonable assumptions, any such forward-looking statement involves
uncertainties and risks that could cause results to differ materially
from those projected in or implied by any such forward-looking
statement, including but not limited to (i) the effect of the merger on
Vistra Energy’s relationships with Vistra Energy’s and Dynegy’s
respective customers and their operating results and businesses
generally (including the diversion of management time on
integration-related issues); (ii) the risk that the credit ratings of
the combined company or its subsidiaries are different from what Vistra
Energy and Dynegy expected; (iii) adverse changes in general economic or
market conditions (including changes in interest rates) or changes in
political conditions or federal or state laws and regulations; (iv) the
ability of Vistra Energy to execute upon the contemplated strategic and
performance initiatives (including the risk that Vistra Energy’s and
Dynegy’s respective businesses will not be integrated successfully or
that the cost savings, synergies and growth from the merger will not be
fully realized or may take longer than expected to realize); (v) the
outcome of lawsuits that have been filed, or other lawsuits that may be
filed, against Vistra Energy or Dynegy relating to the merger; and (vi)
those additional risks and factors discussed in reports filed with the
Securities and Exchange Commission (“SEC”) by Vistra Energy and Dynegy
from time to time, including (a) the uncertainties and risks discussed
in the sections entitled “Update to Risk Factors,” “Risk Factors,” and
“Cautionary Statement Regarding Forward-Looking Statements” in Vistra
Energy’s prospectus filed with the SEC pursuant to Rule 424(b) of the
Securities Act on March 21, 2018 (as amended and supplemented), and (b)
the uncertainties and risks discussed in the sections entitled “Risk
Factors” and “Forward-Looking Statements” in Vistra Energy’s and
Dynegy’s respective annual reports on Form 10-K for the fiscal year
ended Dec. 31, 2017.

Any forward-looking statement speaks only at the date on which it is
made, and except as may be required by law, Vistra Energy will not
undertake any obligation to update any forward-looking statement to
reflect events or circumstances after the date on which it is made or to
reflect the occurrence of unanticipated events. New factors emerge from
time to time, and it is not possible to predict all of them; nor can
Vistra Energy assess the impact of each such factor or the extent to
which any factor, or combination of factors, may cause results to differ
materially from those contained in any forward-looking statement.

Contacts

Vistra Energy Corp.
Media
Allan Koenig, 214-875-8004
[email protected]
Analysts
Molly
Sorg, 214-812-0046
[email protected]