EVENTO RELEVANTE.
19 Febrero 2018 - 4:38PM
BMV General Information
VISTA OIL & GASTO ACQUIRE ARGENTINE OIL & GAS ASSETS
MEXICO CITY, FEBRUARY 19, 2018 - VISTA OIL & GAS, S.A.B. DE
C.V. ("VISTA") (BMV: VISTA), THE FIRST MEXICAN PURE E&P LISTED
COMPANY IN THE MEXICAN STOCK EXCHANGE, TODAY ANNOUNCED THAT IT HAS
AGREED TO ACQUIRE A FULLY OPERATIONAL OIL & GAS PLATFORM FROM
PAMPAENERGA S.A. ("PAMPA") AND PLUSPETROL RESOURCES CORPORATION
("PLUSPETROL") WITH INTERESTS IN CERTAIN EXPLOITATION CONCESSIONS,
ASSESSMENT BLOCKS AND EXPLORATION PERMITS IN ARGENTINA (THE
"ACQUIRED ASSETS" AND COLLECTIVELY, THE "TRANSACTION"). THE
MAJORITY OF THE ACQUIRED ASSETS ARE LOCATED IN THE NEUQUINA BASIN.
AFTERGIVING EFFECT TO THE TRANSACTION, VISTA WOULD BECOME THE FIFTH
LARGEST OIL PRODUCER AND OPERATOR IN ARGENTINA, ACCORDING TO THE
LATEST AVAILABLE INFORMATION PUBLISHED BY THE ARGENTINE MINISTRY OF
ENERGY AND MINING.
MIGUEL GALUCCIO, CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF VISTA,
COMMENTED, "WITH THIS TRANSACTION, WE FOUND THE RIGHT BALANCE OF
CURRENT PROFITABLE PRODUCTION AND RESERVES COUPLED WITH HIGH-GROWTH
POTENTIAL IN VACA MUERTA, THE MOST EXCITING EMERGING SHALE PLAY
GLOBALLY - PERFECTLY ALIGNED WITH OUR VISION. THE PLATFORM AND
TIMING COULD NOT BE BETTER SUITED TO START DELIVERING ON OUR PLAN
OF BECOMING THE LEADING LATIN AMERICAN INDEPENDENT OIL AND GAS
COMPANY." HIGHLIGHTS OF THE TRANSACTION INCLUDE:- PROVED RESERVES
OF 55.7 MMBOE (BASED ON INFORMATION AS OF DECEMBER 31, 2016)-
AVERAGE DAILY PRODUCTION OF 27,472 BOED (BASED ON INFORMATION FOR
THE FIRST NINE MONTHS OF 2017)- IN EXCESS OF 137,000 ACRES IN THE
VACA MUERTA UNCONVENTIONAL PLAY, INCLUDING 54,000 ACRES IN THE CORE
OF VACA MUERTA'S SHALE OIL WINDOWTHAT ARE READY FOR FULL SCALE
DEVELOPMENT
- 2017 ESTIMATED PRO-FORMA EBITDA OF US$182 MILLIONUPON CLOSING,
VISTA'S ENTERPRISE VALUE AT US$10.00 PER SHARE WOULD BE
APPROXIMATELY US$860 MILLION, IMPLYING A MULTIPLE OF 4.5X AND 3.0X
PROJECTED CALENDAR 2018 AND 2019 EBITDA, RESPECTIVELY, AND AN
EQUITY VALUE OF US$960 MILLION. ASSUMING THE BACKSTOP CREDIT
FACILITY DESCRIBED BELOW IS NOT DRAWN AT CLOSINGOF THE TRANSACTION,
VISTA EXPECTS TO BE DEBT-FREE AND HAVE US$100 MILLION OF CASH ON
HAND TO FUND FUTURE DRILLING AND ACQUISITIONS.
AS PART OF THE CONSUMMATION OF THE TRANSACTION, RIVERSTONE VISTA
CAPITAL PARTNERS, L.P., AN AFFILIATE OF RIVERSTONE, HAS AGREED TO
ACQUIRE AN ADDITIONAL 5,000,000 SERIES A SHARES FOR AN AGGREGATE
PURCHASE PRICE OF US$50 MILLION PURSUANT TO A FORWARD PURCHASE
AGREEMENT ENTERED INTO AT THE TIME OF VISTA'S INITIAL PUBLIC
OFFERING. FURTHERMORE, CERTAIN OTHER INVESTORS, HAVE ALSO AGREED TO
BUY 10,000,000 SERIES A SHARES OF VISTA, FOR AN AGGREGATE PURCHASE
PRICE OF US$100 MILLION. THESE, IN CONJUNCTION WITH THE US$650
MILLION INITIAL PUBLIC OFFERING PROCEEDS, BRINGS TOTAL EQUITY
AVAILABLE TO FUND THE TRANSACTION TO US$800 MILLION. VISTA HAS ALSO
ENTERED INTO A COMMITMENT LETTER PURSUANT TO WHICH A CREDIT
FACILITY, OF UP TO US$300 MILLION, MAY BE USED AS BACKSTOP WITH THE
PURPOSE OF INCREASING THECERTAINTY OF CLOSING THE TRANSACTION.
VISTA HAS CONCURRENTLY CALLED FOR A SHAREHOLDERS' MEETING TO BE
HELD ON MARCH 22, 2018, FOR PURPOSES OFOBTAINING THE APPROVAL OF
THE TRANSACTION. IF VISTA'S SHAREHOLDERS DO NOT APPROVE THE
TRANSACTION AT THE SHAREHOLDERS' MEETING, OR IF THERE ARE
INSUFFICIENT FUNDS TO FUND THE TRANSACTION, THE ACQUISITIONS WILL
TERMINATE WITHOUT LEGAL CONSEQUENCES FOR VISTA. THE TRANSACTION IS
EXPECTED TO CLOSE IN APRIL 2018.TRANSACTION DETAILS
ON JANUARY 16, 2018, PAMPA ACCEPTED VISTA'S OFFER CONTAINING TERMS
AND CONDITIONS FOR CERTAIN ACQUISITIONS, THE EFFECTIVENESS OF WHICH
ARE SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS PRECEDENT,
INCLUDING APPROVAL BY VISTA'S SHAREHOLDERS AND THE AVAILABILITY OF
SUFFICIENT FUNDS. PURSUANT TO THESE TERMS AND CONDITIONS, VISTA
SHALL ACQUIRE FROM PAMPA:(A) 58.88% OF THE CAPITAL STOCK OF
PETROLERA ENTRE LOMAS S.A. ("PELSA"), AN ARGENTINE COMPANY THAT
HOLDS A 73.15% OPERATING INTEREST IN THREE EXPLOITATION CONCESSIONS
IN THE NEUQUINA BASIN IN THE PROVINCES OF NEUQUN AND RO NEGRO,
ARGENTINA, ONE OF WHICH EXTENDS INTO THE CORE OF THE VACA MUERTA
UNCONVENTIONAL PLAY; (B) A 3.85% DIRECT INTEREST IN THE
EXPLOITATION CONCESSIONS ENTRE LOMAS, BAJADA DEL PALO, AND AGUA
AMARGA, AND (C) A 100% INTEREST IN THE EXPLOITATION CONCESSIONS25
DE MAYO-MEDANITO ("MEDANITO") AND JAGEL DE LOS MACHOS ("JAGEL") IN
THE NEUQUINA BASIN IN THE PROVINCE OF RO NEGRO, ARGENTINA.ON
JANUARY 8, 2018, PLUSPETROL ACCEPTED VISTA' S OFFER CONTAINING
TERMS AND CONDITIONS FOR CERTAIN ACQUISITIONS, THE EFFECTIVENESS OF
WHICH ISSUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS
PRECEDENT, INCLUDING APPROVAL BY VISTA'S SHAREHOLDERS AND THE
AVAILABILITY OF SUFFICIENT FUNDS. PURSUANT TO THESE TERMS AND
CONDITIONS, VISTA SHALL ACQUIRE FROM PLUSPETROL: (A) 100% OF THE
CAPITAL STOCK OF APCO OIL & GAS INTERNATIONAL INC. ("APCO
INTERNATIONAL"); AND (B) 5% OF THE CAPITAL STOCK OF APCO ARGENTINA
S.A. ("APCO ARGENTINA"). APCO INTERNATIONAL, A CAYMAN ISLANDS
COMPANY, HOLDS (A) 39.22% OF THE CAPITAL STOCK OF PELSA; (B) 95% OF
THE CAPITAL STOCK OF APCO ARGENTINA; AND (C) THROUGH ITS ARGENTINE
BRANCH, (1) A 23% INTEREST IN THE THREE EXPLOITATION CONCESSIONS
OPERATED BY PELSA DESCRIBED ABOVE; (2) A 45% NON-OPERATING INTEREST
IN AN ASSESSMENT BLOCK IN THE NEUQUINA BASIN IN THE PROVINCE OF
NEUQUN, ARGENTINA, THAT EXTENDS INTO THECORE OF THE VACA MUERTA
UNCONVENTIONAL PLAY; (3) A 55% OPERATING INTEREST IN AN
EXPLOITATION CONCESSION IN THE NEUQUINA BASIN IN THE PROVINCE OF
NEUQUN, ARGENTINA; (4) A 1.5% NON-OPERATING INTEREST IN AN
EXPLOITATION CONCESSION IN THE NOROESTE BASIN IN THE PROVINCE OF
SALTA, ARGENTINA; (5) A 16.9% NON-OPERATING INTEREST IN AN
EXPLOITATION CONCESSION IN THE GOLFO SAN JORGE BASIN IN THE
PROVINCE OF SANTA CRUZ, ARGENTINA; AND (6) A 44% NON-OPERATING
INTEREST IN AN EXPLORATION PERMIT FOR A SITE LOCATED IN THE GOLFO
SAN JORGE BASIN IN THE PROVINCE OF SANTA CRUZ, ARGENTINA. APCO
ARGENTINA, A COMPANY INCORPORATED IN ARGENTINA, HOLDS A 1.58%
EQUITY INTEREST IN PELSA WHICH, TOGETHER WITH APCO INTERNATIONAL'S
EQUITY INTEREST IN PELSA, ACCOUNT FOR 40.80% OF THE CAPITAL STOCK
OF PELSA. APCO AUSTRAL S.A., A WHOLLY-OWNED SUBSIDIARY OF APCO
INTERNATIONAL (DIRECTLY AND, INDIRECTLY, THROUGH APCO ARGENTINA) IS
EXCLUDED FROM THE TRANSACTION.THE ACQUIRED ASSETS INCLUDE:
- IN THE NEUQUINA BASIN:O A 100% OPERATED WORKING INTEREST IN THE
EXPLOITATION CONCESSIONS MEDANITO AND JAGEL;O A 100% OPERATED
WORKING INTEREST IN THE EXPLOITATION CONCESSIONS ENTRE LOMAS,
BAJADA DEL PALO, AND AGUA AMARGA;O A 55% OPERATED WORKING INTEREST
IN THE EXPLOITATION CONCESSION COIRN AMARGO NORTE;O A 45%
NON-OPERATED WORKING INTEREST IN THE ASSESSMENT BLOCK COIRN AMARGO
SUR OESTE (WHICH IS OPERATED BY ROYAL DUTCH SHELL PLC THROUGH ITS
ARGENTINE AFFILIATE); AND
- IN THE GOLFO SAN JORGE BASIN:O A 16.9% NON-OPERATED WORKING
INTEREST IN THE EXPLOITATION CONCESSION SUR RO DESEADO ESTE (WHICH
IS OPERATED BY ROCH S.A.);O A 44% NON-OPERATED WORKING INTEREST IN
THE EXPLORATION PERMIT SUR RO DESEADO ESTE (WHICH IS OPERATED BY
QUINTANA E&P ARGENTINA S.R.L.); AND
- IN THE NOROESTE BASIN:
O A 1.5% NON-OPERATED WORKING INTEREST IN THE EXPLOITATION
CONCESSION ACAMBUCO (WHICH IS OPERATED BY PAN AMERICAN ENERGY LLC
THROUGH ITS ARGENTINE BRANCH).THE DESCRIPTION OF THE TRANSACTION
CONTAINED HEREIN IS ONLY A SUMMARY AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO THE FOLLETO INFORMATIVO RELATING TO THE
TRANSACTION.ADVISORS
CITIGROUP GLOBAL MARKETS INC. AND CREDIT SUISSE ACTED AS CAPITAL
MARKETS ADVISORS TO VISTA. CITIGROUP GLOBAL MARKETS INC., CREDIT
SUISSE AND MORGAN STANLEY SERVED AS PRIVATE PLACEMENT AGENTS AS
WELL AS PROVIDED THE ABOVE MENTIONED COMMITMENT FOR THE BACKSTOP
CREDIT FACILITY TO VISTA. EVERCORE GROUP LLC ACTED AS FINANCIAL
ADVISOR TO VISTA. CREEL, GARCA-CULLAR, AIZA Y ENRIQUEZ, S.C.,
LATHAM & WATKINS LLP, SIMPSON THACHER & BARTLETT LLP AND
BRUCHOU, FERNNDEZ MADERO & LOMBARDI ACTED AS LEGAL COUNSELS TO
VISTA.
PRESENTATIONINFORMATION
INTERESTED INVESTORS AND OTHER PARTIES MAY ALSO VIEW THE
ACCOMPANYING INVESTOR PRESENTATION FILED TODAY WITH THE COMISIN
NACIONAL BANCARIA Y DE VALORES (THE "CNBV"), WHICH CAN BE VIEWED ON
THE CNBV WEBSITE AT WWW.GOB.MX/CNBV OR, IN THE COMPANY'S
WEBSITEWWW.VISTAOILANDGAS.COM.
ABOUT VISTA OIL & GAS S.A.B. DE C.V.
VISTA, A LATIN AMERICAN O