Vista Oil & Gas, S.A.B. de C.V., the first Mexican pure E&P listed company in the Mexican Stock Exchange, has announced that it has agreed to acquire a fully operational oil and 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.

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 USD 182 million.

Upon closing, Vista’s enterprise value at USD 10.00 per share would be approximately USD 860 million, implying a multiple of 4.5x and 3.0x projected calendar 2018 and 2019 EBITDA, respectively, and an equity value of USD 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 USD 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 USD 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.

Tags: Pampa Energía S.A., Pluspetrol Resources Corporation, Vista Oil & Gas S.A.B. de C.V.