Vista Oil & Gas’s $800 Million Acquisition of Argentine Oil & Gas Assets

Simpson Thacher & Bartlett, Bruchou, Fernández Madero & Lombardi and Latham & Watkins advised on the transaction

Vista Oil & Gas, S.A.B. de C.V. (BMV: VISTA), the first Mexican pure E&P listed company in the Mexican Stock Exchange, has agreed to acquire a fully operational oil & gas platform from Pampa Energía S.A. and Pluspetrol Resources Corporation with interests in certain exploitation concessions, assessment blocks and exploration permits in Argentina.

The majority of the Acquired Assets are located in the Neuquina basin. After giving 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.

Upon 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 closing of 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 the certainty of closing the Transaction.

Simpson Thacher & Bartlett advised Vista Oil & Gas, S.A.B. de C.V. with Christopher Brown (Picture), Ryan Bekkerus, Jason A. Hwang and James W. Russell.

Bruchou, Fernández Madero & Lombardi advised advised Vista Oil & Gas, S.A.B. de C.V. with Javier Rodríguez Galli, Hugo Nicolás Bruzone, Exequiel Buenaventura, Santiago Balbi, Andrés Chester, Matías Leguizamon and Emilio Díaz Reynolds.

Latham & Watkins advised advised Vista Oil & Gas, S.A.B. de C.V. with Roderick O. Branch, Michael E. Sullivan, Patrick M. Foley, Daniela Solís Navarro and Jacinto Avalos Capin.

Involved fees earner: Javier Rodríguez Galli – Bruchou, Ferna?ndez Madero & Lombardi; Exequiel Buenaventura – Bruchou, Ferna?ndez Madero & Lombardi; Santiago Balbi – Bruchou, Ferna?ndez Madero & Lombardi; Matías Leguizamon – Bruchou, Ferna?ndez Madero & Lombardi; Emilio Díaz Reynolds – Bruchou, Ferna?ndez Madero & Lombardi; Hugo Bruzone – Bruchou, Ferna?ndez Madero & Lombardi; Andrés Chester – Bruchou, Ferna?ndez Madero & Lombardi; Christopher Brown – Simpson Thacher & Bartlett; Ryan Bekkerus – Simpson Thacher & Bartlett; Jason Hwang – Simpson Thacher & Bartlett; James Russell – Simpson Thacher & Bartlett; Roderick Branch – Latham & Watkins; Michael Sullivan – Latham & Watkins; Patrick Foley – Latham & Watkins;

Law Firms: Bruchou, Ferna?ndez Madero & Lombardi; Simpson Thacher & Bartlett; Latham & Watkins;

Clients: Vista Oil & Gas, S.A.B. de C.V.;

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Author: Ambrogio Visconti