Vista’s $1.5 Billion Acquisition of Petronas E&P Argentina

Cleary Gottlieb represented its longstanding client Vista Energy S.A.B. de C.V. (Vista) in the acquisition by its subsidiary, Vista Energy Argentina S.A.U. (Vista Argentina), of Petronas E&P Argentina S.A. (PEPASA) for a total consideration of $1.5 billion.

Cleary assisted with the U.S. securities law aspects of the transaction and the financing to pay a portion of the purchase price.

The purchase price paid by Vista was structured as a $900 million payment in cash, $300 million in deferred cash payments, and the delivery of 7.3 million of Vista’s American depositary shares (ADSs). In order to finance a portion of the cash payment, Vista Argentina, as borrower, entered into a credit agreement with Banco Santander S.A., as lender, for an aggregate amount of $300 million.

PEPASA is an Argentine oil and gas company holding a 50% working interest in the unconventional hydrocarbons concession La Amarga Chica (LACh), located in the Vaca Muerta play within the Neuquina Basin, Argentina.

Vista Argentina is a leading shale oil-focused company engaged in the exploration and production of oil and natural gas in Argentina, operating since April 4, 2018. Vista ranks as the third-largest oil operator in Argentina and the second-largest in Vaca Muerta, the most extensive shale oil and gas play under development outside North America. Vista Argentina is a subsidiary of Vista Energy S.A.B. de C.V., a Mexican publicly traded corporation with shares listed on the Mexican Stock Exchange and ADSs listed on the New York Stock Exchange.