Vista Oil & Gas, an oil & gas Mexican company backed by private equity firm Riverstone Holdings, has acquired a fully operational oil & gas platform from Pampa Energía S.A. (“Pampa”) and Pluspetrol Resources Corporation (“Pluspetrol”) located in the Neuquina basin in Argentina. 

(Press Release) 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 Pampa Energía 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. 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.

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 window that are ready for full scale development

• 2017 estimated pro-forma EBITDA of US$182 million

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.

Vista has concurrently called for a shareholders’ meeting to be held on March 22, 2018, for purposes of obtaining 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 Neuquén and Río 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 concessions 25 de Mayo-Medanito (“Medanito”) and Jagüel de los Machos (“Jagüel”) in the Neuquina basin in the province of Río Negro, Argentina.

On January 8, 2018, Pluspetrol accepted Vista’ s offer containing terms and conditions for certain acquisitions, the effectiveness of which is 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 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 Neuquén, Argentina, that extends into the core of the Vaca Muerta unconventional play; (3) a 55% operating interest in an exploitation concession in the Neuquina basin in the province of Neuquén, 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:
  • A 100% operated working interest in the exploitation concessions Medanito and Jagüel;
  • A 100% operated working interest in the exploitation concessions Entre Lomas, Bajada del Palo, and Agua Amarga;
  • A 55% operated working interest in the exploitation concession Coirón Amargo Norte;
  • A 45% non-operated working interest in the assessment block Coirón Amargo Sur Oeste (which is operated by Royal Dutch Shell plc through its Argentine affiliate); and
• In the Golfo San Jorge basin:
  • A 16.9% non-operated working interest in the exploitation concession Sur Río Deseado Este (which is operated by Roch S.A.);
  • A 44% non-operated working interest in the exploration permit Sur Río Deseado Este (which is operated by Quintana E&P Argentina S.R.L.); and
• In the Noroeste basin:
  • 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, García-Cuéllar, Aiza y Enriquez, S.C., Latham & Watkins LLP, Simpson Thacher & Bartlett LLP and Bruchou, Fernández Madero & Lombardi acted as legal counsels to Vista.

Presentation Information

Interested investors and other parties may also view the accompanying investor presentation filed today with the Comisión 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 website www.vistaoilandgas.com.