Vista Oil & Gas, S.A.B. De C.V
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DISCLOSURE DOCUMENT (FOLLETO INFORMATIVO) VISTA OIL & GAS, S.A.B. DE C.V. Javier Barros Sierra No. 540, Torre 2, Piso 2, Colonia Lomas de Santa Fe, C.P. 01210, Álvaro Obregón, Ciudad de México, México http://www.vistaoilandgas.com Ticker Symbol: “VISTA” February 19, 2018 STATEMENT REGARDING OUR CORPORATE REORGANIZATION This disclosure document (folleto informativo) is being submitted by Vista Oil & Gas, S.A.B. de C.V. (“we,” “us” or “Vista”) pursuant to Article 104- IV of the LMV, and Article 35 and Exhibit P of the Ancillary Securities Market Regulations. Capitalized terms used in this disclosure document have the meanings assigned to them in “Glossary of Defined Terms” below. We hereby advise our shareholders and the public that our board of directors has authorized us to submit the Transaction (as defined below) to our shareholders for approval at an ordinary general shareholders’ meeting thereof. The Transaction will constitute the “Initial Business Combination” referred to in our corporate bylaws, the Warrant Indenture, the Warrant Global Certificate, the Shareholders’ Resolutions, the Strategic Partners Agreement, the Shareholders’ Agreement and other related documents. Summary of the Transaction Upon recommendation from our board of directors, we hereby advise our shareholders and the public investors that we propose to enter into the following Transaction (as defined below): (i) The acquisition from Pampa Energía S.A. (“Pampa”) of: (a) 58.88% of the capital stock of Petrolera Entre Lomas S.A. (“PELSA” or the “PELSA Shares,” as the context may require), 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 concessions described in (a) above; and (c) a 100% interest in the exploitation concessions 25 de Mayo-Medanito (“Medanito”) and Jagüel de los Machos (“Jagüel” or “JDM”) in the Neuquina basin in the province of Río Negro, Argentina; and (ii) The acquisition from Pluspetrol Resources Corporation (“Pluspetrol”) of: (a) 100% of the capital stock of APCO Oil & Gas International Inc. (“APCO International” or the “APCO O&G Shares,” as the context may require); and (b) 5% of the capital stock of APCO Argentina S.A. (“APCO Argentina” or the “APCO Argentina Shares,” as the context may require). 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 as described in sub-paragraph (i) 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 agreement 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 International has entered into a share purchase agreement pursuant to which it has agreed to sell to a third party 100% of the capital stock of APCO Austral S.A., a wholly-owned subsidiary of APCO International (directly and, indirectly, through APCO Argentina). The consummation of such sale remains pending and, accordingly, such shares are excluded from the Transaction. Pluspetrol, which will receive the proceeds from such sale, has agreed to indemnify us against, and hold us harmless from, any liability that may arise in connection therewith. The transactions described in sub-paragraphs (i) and (ii) above are individually referred to in this disclosure document as “Acquisitions” and, collectively, as the “Transaction.” Upon its approval by our shareholders at a general shareholders’ meeting, the Transaction will constitute the “Initial Business Combination” for the purposes of our corporate bylaws, the Warrant Indenture, the Warrant Global Certificate, the Shareholders’ Resolutions, the Strategic Partners Agreement, the Shareholders’ Agreement and other related documents. Upon successful consummation of the Transaction, we would hold: a) Capital stock in the following entities (collectively, the “Equity Interests”), either directly or indirectly: • 99.68% of the capital stock of PELSA; • 100% of the capital stock of APCO International; and • 100% of the capital stock of APCO Argentina S.A. b) Direct interests in the following exploitation concessions (collectively, the “Direct Interests”): • A 100% interest in the exploitation concessions Medanito and Jagüel (the “25M-JM Interest”); and • A 3.85% interest in the exploitation concessions Entre Lomas (“Entre Lomas”), Bajada del Palo (“Bajada del Palo”), and Agua Amarga (“Agua Amarga”) (the “EL-AA-BP Interest”). Upon the acquisition of the Equity Interests and the Direct Interests, we will hold, directly or indirectly, the following interests in the following exploitation concessions, assessment blocks and exploration agreements in Argentina, with most of them located in the Neuquina basin: (i) In the Neuquina basin: a) A 100% operating interest in the exploitation concessions Medanito and Jagüel; b) A 100% operating interest in the exploitation concessions Entre Lomas, Bajada del Palo, and Agua Amarga; c) A 55% operating interest in the exploitation concession Coirón Amargo Norte (“Coirón Amargo Norte”); d) A 45% non-operating interest in the assessment block Coirón Amargo Sur Oeste (“Coirón Amargo Sur Oeste”) (which is operated by Shell through its Argentine affiliate O&G Developments LTD S.A.); and (ii) In the Golfo San Jorge basin: a) A 16.9% non-operating interest in the exploitation concession Sur Río Deseado Este (which is operated by Roch1); b) A 44% non-operating interest in the exploration agreement Sur Río Deseado Este (which is operated by Quintana); and (iii) In the Noroeste basin: a) A 1.5% non-operating interest in the exploitation concession Acambuco (which is operated by Pan American Energy LLC through its Argentine branch). Upon consummation of the Transaction, we believe that Vista will become one of the main oil and gas producers in Argentina, with an attractive balance between current profitable production and a significant opportunity to develop the Vaca Muerta unconventional play. Our combined business on a pro forma basis would 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), and in excess of 137,000 acres in the Vaca Muerta unconventional play. Our Vaca Muerta acreage on a pro forma basis would include approximately 54,000 net acres in the core unconventional play, adjacent to blocks that have already completed their pilot tests or are already under development, and contain Vista-operated hydrocarbon treatment and transport infrastructure with sufficient spare capacity to start the initial development phase immediately. We intend for Vista to operate almost all of its proved reserves and production, and approximately 90% of its core Vaca Muerta net acreage. Upon consummation of the Transaction, based on the average daily production information accumulated from January 1, 2017 through September 30, 2017 published by ME&M, Vista would become the fifth largest oil producer and operator in Argentina. Conditions Precedent for the Consummation of the Initial Business Combination Pursuant to Mexican law and our bylaws, the consummation of the Initial Business Combination is subject to the approval of the Transaction by the affirmative vote of the simple majority of the shares present or represented at the general shareholders’ meeting, whereas the existing funds in the Escrow Account, together with any other additional funds that Vista may have available, shall be sufficient to fund the purchase price and costs related with such Initial Business Combination. For additional information with respect thereto, see “Information Relating to the Acquisitions—Description of the Transaction.” Characteristics of Our Securities Prior to and Following the Transaction and the Approval of the Initial Business Combination The rights of Series A Shareholders will not change as a result of the approval of the Transaction at our general shareholders’ meeting; provided, that only to the extent the Initial Business Combination is approved and consummated: • The full amount held in the Escrow Account will be used to (i) reimburse or pay in cash any amounts due to those Series A Shareholders who have elected to have their Series A Shares reimbursed, as notified to us no later than two Business Days prior to the general shareholders’ meeting at which the Initial Business Combination is approved, for a pro rata share pursuant to our Shareholders’ Resolutions; and (ii) after all cash reimbursements and payments described in