Irving-based Vistra Corp. has agreed to acquire Cogentrix Energy, consisting of 10 modern natural gas generation facilities totaling approximately 5,500 MW of capacity. Cogentrix is indirectly owned by funds managed by Quantum Capital Group.
The acquisition includes three combined cycle gas turbine facilities and two combustion turbine facilities located across Pennsylvania, New Jersey, and Maryland; four combined cycle gas turbine facilities in New England, and one ERCOT cogeneration facility in Texas.
“The Vistra team is excited to announce the acquisition of the Cogentrix portfolio, marking the second opportunistic expansion of our generation footprint over the past year to support our ability to serve growing customer demand in our key markets,” Vistra President and CEO Jim Burke said in a statement. “Successfully integrating and operating generation assets is a major undertaking, and our talented team continues to demonstrate that it is a core competency of our company.”
(The earlier deal Burke referred to above was Vistra’s $1.9 billion May 2025 acquisition of seven gas-fired power plants from Greenwich, Connecticut-based Lotus Infrastructure Partners.)
Vistra will pay a net purchase price of approximately $4 billion, which includes around $2.3 billion in cash and around $900 million in Vistra stock (5 million shares of common stock at a mutually agreed-upon value of $185 per share) to be issued to Quantum, and the assumption of approximately $1.5 billion of outstanding indebtedness at Cogentrix, less approximately $700 million of net present value of expected tax benefits generated directly as a result of the transaction.
The consideration payable is also subject to certain customary net working capital, cash, and indebtedness adjustments. The $4 billion net purchase price implies a multiple of about 7.25x the 2027 expected Adjusted EBITDA contribution and about $730/kW for the portfolio, Vistra said.
Boosting diversification and growing the geographic footprint
“Our diversified fleet, anchored on natural gas and nuclear generation, will play a critical role in the reliability, affordability, and flexibility of U.S. power grids,” Burke said. “The addition of this natural gas portfolio is a great way to start another year of growth for Vistra as we’ve completed, acquired, or developed projects in each of the competitive power regions where we operate. Vistra continues to look for opportunities that allow us to meet the growing demand of customers and meet our disciplined investment thresholds.”
The Cogentrix portfolio is composed of a modern and efficient set of gas assets that adds baseload-weighted capacity, complements Vistra’s fleet, and enhances Vistra’s efficient generation capabilities, the company said. The acquisition also diversifies and expands Vistra’s geographic footprint by adding 5,500 MW of net capacity across some of the most attractive and fastest-growing power regions in North America.
“We’re pleased to have reached an agreement to sell substantially all of the Cogentrix portfolio to Vistra,” said Wil VanLoh, founder and CEO of Quantum Capital Group. “We’re excited to become shareholders of Vistra and have much confidence in Vistra’s ability to deliver long-term value through its industry-leading portfolio and operational excellence. Quantum thanks the Cogentrix team for their partnership and looks forward to seeing the business continue to grow as part of Vistra.”
Combined with its current fleet, Vistra’s generation portfolio will consist of approximately 50,000 MW of capacity across the U.S., stretching from Maine to California, the company said.
The deal is subject to certain regulatory approvals, including by the Federal Energy Regulatory Commission, the Department of Justice under the Hart-Scott-Rodino Act, and certain state regulatory approvals, and is expected to close in mid- to late 2026.
Goldman Sachs & Co. LLC. is serving as exclusive financial advisor, and Latham & Watkins LLP, Sidley Austin, LLP, and Cleary Gottlieb Steen & Hamilton LLP are serving as legal advisors, to Vistra.
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