Curtis Morgan
Analyst · the Odessa Power Plant earnout in February
Great. Thanks, Bill. I’ll be moving us to Slide 10 now. As you can see today, we’re announcing an improved outlook for our merger value lever targets compared to what we initially announced upon merger signing in October of last year. After six months of diligence and detailed transition and integration planning, we’re increasing our adjusted EBITDA value lever target to $500 million versus the $350 million announced in October, a robust 40% increase. Sara Graziano and Jim Burke will go into more detail about these merger synergy and operational improvement opportunities later on the call. On the synergy front, we expect to capture the bulk of the value by year-end 2018, and we believe we have a clear line of sight to achieving this result. As you have heard me say before, this is my fifth time leading an OP effort with McKinsey. With assist from Bob Flexon and the Dynegy team prior to the merger closing, we’re progressing ahead of schedule with the Dynegy fleet and we’re nearing completion on the OP effort on the Luminant fleet, which we began shortly after a merger and through bankruptcy in the fall of 2016. As Jim will further discuss, we expect to realize a material amount from OP in 2018, reaching a significant run rate on OP by the year-end 2018 and capture a 100% of these amounts waived of OP by year-end 2019. We believe there could be more OP value to come. However, we’ll take the balance of 2018 to prove this out. We’re also increasing our recurring after-tax adjusted free cash flow target by $170 million to $235 million, of which nearly 70% is expected to be achieved by year-end 2018 and a 100% is expected to be achieved by year-end 2019. The increased target reflect interest and savings from debt repricings and other transactions already completed between October 2017 and today, as well as incremental interest savings projected once we achieve our long-term leverage target of 2.5 times net debt to adjusted EBITDA. So we’re very confident, these cash flow savings will be achieved. We believe there are even further recurring cash flow enhancements through continued optimization of our balance sheet and we expect we’ll be in a position to discuss those later this year. Last, we’re pleased to announce today that the tax reform has materially improved our projected cash, tax and TRA payment outlook. As we now expect, we will not have to pay any federal cash taxes or TRA payments in 2019 through 2022. This improved forecast is primarily a result of the reduced federal income tax rate from 35% to 21% together with our ability to utilize a higher portion of Dynegy’s net operating losses in the first five years following the merger. In addition, we project we’ll receive $223 million in alternative minimum tax credit refunds over the next five years, which further increases our projected adjusted free cash flow. In fact, we estimate that these factors combined will improve our five-year federal cash tax and TRA payment outlook by more than $1.7 billion versus our October 2017 estimates. We believe it is most important to value Vistra off of a free cash flow yield metric of approximately 10% or less. When you consider our stable earnings power and substantial conversion of EBITDA to free cash flow when compared to other commodity exposed capital-intensive industries. When we apply this 10% free cash flow yield, where discount rate were applicable to the increased merger value lever targets and the impact of tax reform, we calculated projected equity value creation of approximately $7.5 billion, or approximately $14 per share, significantly higher than the $4 billion of equity value creation we projected at the time of the merger announcement. This improved earnings and cash flow outlook, combined with the recent improvement in forward curves in most markets, but particularly in ERCOT, result in what we project will be significant earnings power for the combined company. As demonstrated in the pro forma 2018 illustrative guidance on Slide 10, assuming the merger would have closed on January 1 of this year rather than April 9. We forecast the combined company’s adjusted EBITDA from ongoing operations would have been $3.15 billion to $3.35 billion versus the approximately $2.875 billion to $3.125 billion consolidated forecast at the time of the merger announcement. In addition, assuming a January 1 merger close, we estimate adjusted free cash flow from ongoing operations would have been approximately $1.675 billion to $1.875 billion in 2018, again, a mark improvement from approximately $1.415 billion to $1.665 billion in consolidated adjusted free cash flow projected last October. Similarly, as demonstrated in the 2019 illustrative guidance on Slide 10, assuming the full run rate of synergies and operational improvement benefits are realized in 2019, we estimate Vistra’s 2019 adjusted EBITDA from ongoing operations would be $3.275 billion to $3.575 billion, and our adjusted free cash flow from our ongoing operations would be $2.15 billion to $2.45 billion, which would represent an estimated conversion of adjusted EBITDA to free cash flow of more than 60% from ongoing operations. Over the long-term, we expect Vistra will be able to deliver $3 billion or more of adjusted EBITDA from ongoing operations annually even in the challenging wholesale market environments, with an approximately 60% conversion of adjusted EBITDA to free cash flow from ongoing operations, including during the periods, where capacity prices declined such as the decline in PJM capacity prices from 2019 to 2020. We believe we’ll be able to bridge those declines to the merger value enhancements, commercial optimization of our assets, cost management and balance sheet optimization. At the end of the day, this means that we expect we’ll have significant capital available for allocation. I know that’s of interest to many of you. As we described on the right-hand side of the Slide 10, our primary capital allocation priorities will be to first to maximize our adjusted free cash flow by ensuring we achieve or exceed our value lever targets as quickly as possible, while also reducing our debt balances to achieve our long-term target of 2.5 times net debt to adjusted EBITDA by year-end 2019. Given our improved adjusted EBITDA and adjusted free cash flow expectations for 2018 and 2019, which Bill will discuss momentarily, we estimate we will have approximately $1 billion in aggregate of capital available for allocation in 2018 and 2019, while still achieving our leverage target. We have been working with our Board in anticipation of the merger close to evaluate various capital allocation alternatives. Our projected significant cash flow above debt reduction requirements should report us the opportunity to potentially accelerate certain capital allocation alternatives. As we have mentioned in prior earnings call – calls, our capital allocation priority is in addition to retire debt or to purchase out stock if we believe it is trading in a significant discount to our view of value, evaluate a recurring dividend with a meaningful yield and with the ability to grow it and pursue growth of our business with a focus on retail renewables and batteries. To be very clear, as we have previously mentioned, we will be disciplined in the pursuit of growth, seeking opportunities that we project will earn at least 500 to 600 basis points more than our cost of capital. As I will mention again later, capital allocation will be an important agenda item for our June 12 Analyst Day. We continue to believe that an incremental investments in traditional generation are unlikely at this stage, absent compelling value creation. In fact, rationalization of our generation portfolio is more probable, which could provide incremental capital for allocation. We have been open about the components of our portfolio where we will explore rationalization. They include New York, California and the MISO market. We expect to complete our OP initiative on assets in these areas an explore potential opportunities to enhance value prior to making final discussions on rationalization. We believe these efforts could take the balance of 2018 to conclude. Now I’m going to turn to Slide 11. Following the merger with Dynegy, Vistra now expects, it will generate approximately 45% of its gross margin from stable revenue sources of retail and capacity payments. In addition, we are projecting at approximately 60% of our adjusted EBITDA will come from the attractive ERCOT market, while more than half of our generation is projected to be come from natural gas asset, which reduces our overall exposure to natural gas pricing. It is also important to note that we expect a significant contribution to adjusted EBITDA and free cash flow from energy margin in nearly any market environment given our relatively new and efficient generation fleet that is often in the money, especially in the summer and winter peak seasons. This improved diversification of our operations and earnings together with the significant value levers we expect to realize as a result of merger support our belief that Vistra will be able to generate approximately $3 billion or more of adjusted EBITDA with an approximately 60% conversion of adjusted EBITDA to free cash flow from operations in any market environment. Now I’m going to turn to Slide 12. As I mentioned at the beginning of the presentation, Vistra is increasing its merger related adjusted EBITDA value lever targets from $350 million to $500 million, $50 million of this increase relates to merger synergies we have identified to our pre-merger integration work which Sara will discuss here in a second. The remaining $100 million of the increase relates to our operation performance improvement initiative that is underway at both Vistra and Dynegy fleet. We now believe we’ll be able to deliver $225 million of the recurring adjusted EBITDA benefits from this program with the opportunity for potential upside to that estimate in the future. Jim is going to provide more detail regarding the OP process later on during the call. It is important for me to note that true to how we have handled communication of OP value opportunities previously, we have a very high confidence level in our ability to achieve the $225 million in EBITDA value levers, we are announcing today. When we prove those incremental value in the future, we will communicate it at that time. In sum, we expect we will realize approximately $165 million of adjusted EBITDA value levers in 2018 with 72% of the value levers achieved by year-end, we expect we will have achieved the full run rate of adjusted EBITDA value levers by year-end 2019 with $420 million of benefit realized during the year. Our entire management team us incentivized to ensure that we do in fact achieve all the targeted merger value levers by year-end 2019. As the Board recently approved a significant grant of long-term options that have a four and five-year clip there. The options are 100% contingent on our collective achievement of hitting the targeted value levers in retention of key people necessary to achieve those targets. I’m also pleased to announce on this call today that the Vistra Board and I have a recent agreement on a four year extensive of my employment contract from May 2018 until May 2023 I think, isn’t it, 2022 to 2023. In my, sorry, in my 35 – I don’t even know I’m on contract, in my 35 year career I have never been more excited about an opportunity than the one before me here at Vistra and I am completely committed for getting the value for the Dynegy merger and achieving the full valuation of Vistra. I’m now going to turn to Slide 13. In addition to the adjusted EBITDA value lever targets, we also have an improved outlook for incremental adjusted free cash flow synergies and tax synergies related to the merger. As you can see, we now expect we will be able to achieve $235 million of run rate additional after tax free cash flow benefits by year-end 2019, a $100 million of which have already been identified or achieved, $20 million of the project benefits relate to expected capital expenditure synergy we have identified and $8 million reflect interest savings we have already achieved from the repayment of the legacy Dynegy notes due in 2019, as well as repricing and other transactions that have occurred between the announcement of the merger in today’s date, thereby reducing our interest expense. The incremental $135 million of projected after-tax free cash flow benefits reflect interest savings we expect we will see once we reach our net leverage of 2.5 times net debt to adjusted EBITDA. We believe there remains further opportunity for upside, which is not reflected in this presentation, if we are also able to take advantage of favorable market conditions to further reduce our borrowing costs. In total, we expect we will have achieved, at least, $235 million of additional after-tax free cash flow benefits by year-end 2019. We have also materially improved our federal cash tax and TRA payment forecast for the combined company as a result of tax reform. The combination of lower federal tax rate from 35% to 21%, coupled with our expected ability to utilize more than Dynegy’s net operating losses in the first five years following the merger have resulted in an expectation that we will only pay approximately $24 million in federal taxes or TRA payments through 2022. That – but – and it’s important to note that the $24 million that we forecast to pay – to be paid to TRA rightholders in 2018 that stems from 2017 tax year. We calculate the NPV of the use of Dynegy’s net operating losses, as well as the anticipated receipt of alternative minimum tax refunds to be $750 million to $850 million versus our original estimate of $500 million to $600 million. While it might be counterintuitive that the net – or the net present value of the NOLs has gone up even though the federal tax rate has gone down, our expectation for the ability to utilize significantly more of the Dynegy NOLs in the first five years following the merger closing more than offset the impact from the lower tax rate. As I’ve said before, and as I hope today’s update demonstrates, I continue to believe this merger will bring significant value to Vistra shareholders. We understand our credibility is at stake regarding hitting our value creation targets described above – or described earlier. We have a line item detail for every action required to achieve our targets, sophisticated tracking systems in place and a Steering Committee-based governance process, which I’m a part of that meets frequently to review progress. This is why we are confident in the value capture and why we are excited for the future of our company. We look forward to executing on the value lever target I just described. I would like to now turn the call over to Sara Graziano to describe the merger synergies we have identified in a little more detail. Sara?