Vista Oil & Gas, S.A.B. de C.V. (the “Company”), an independent Latin American oil and gas company, announced today the closing and settlement of the underwritten public offering of the Company’s Series A shares (the “Series A shares”), as part of the global primary offering of 10,000,000 Series A shares. The global offering consisted of (a) an international offering in the United States and other countries outside of Mexico of 9,291,304 ADSs at a price of U.S.$9.25 per ADS, and (b) a concurrent public offering in Mexico of 708,696 Series A shares at a price equivalent to U.S.$9.25 in Mexican pesos per Series A share, at an exchange rate of 19.0894 Mexican pesos per U.S. dollar. Each ADS represents one Series A share.
The global offering was launched on July 18, 2019. The global offering was made pursuant to (a) a registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission (the “SEC”) which became effective on July 25, 2019 and (b) a prospectus prepared under Mexican law, which distribution and the public offering related thereto was authorized by the Mexican ³Ô¹ÏÍøÕ¾ Banking and Securities Commission (Comisin Nacional Bancaria y de Valores or “CNBV”).
In connection with the global offering, the Company granted the Underwriters (as defined below) an over-allotment option to purchase or place up to 1,500,000 additional Series A shares, which may be represented by ADSs, that expires on August 25, 2019. The Mexican Underwriters (as defined below) fully exercised their over-allotment option to purchase or place 106,304 Series A shares at a price equivalent to U.S.$9.25 in Mexican pesos per Series A share, at an exchange rate of 19.0894 Mexican pesos per U.S. dollar, in a transaction that is expected to settle on July 31, 2019. The International Underwriters (as defined below) partially exercised their over-allotment option pursuant to which they intend to purchase or place 799,953 of the 1,393,696 ADSs available to the International Underwriters for over-allotment at a price of U.S.$9.25 per ADS in a transaction that is expected to settle on July 31, 2019. Following the settlement of the over-allotment options that have been exercised, the total gross proceeds of the Company’s global offering will reach approximately U.S.$101 million, before fees and expenses.
Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC acted as joint bookrunners and joint global coordinators and Itau BBA USA Securities, Inc., Morgan Stanley & Co. LLC and Santander Investment Securities Inc. acted as joint bookrunners in the international offering (the “International Underwriters”). Citibanamex Casa de Bolsa, S.A. de C.V., Casa de Bolsa, integrante del Grupo Financiero Citibanamex, Casa de Bolsa Credit Suisse (Mexico), S.A. de C.V., Grupo Financiero Credit Suisse (Mexico), Morgan Stanley Mexico, Casa de Bolsa, S.A. de C.V. and Casa de Bolsa Santander, S.A. de C.V., Grupo Financiero Santander Mexico acted as underwriters for the Mexican public offering (the “Mexican Underwriters” and, collectively with the International Underwriters, the “Underwriters”).
The ADSs began trading on the New York Stock Exchange on July 26, 2019, under the ticker symbol “VIST.” The Company’s Series A shares are listed on the Mexican Stock Exchange under the ticker symbol “VISTA.” The Company intends to use the net proceeds from the global offering to fund capital expenditures relating to its development plan.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Copies of the registration statement can be accessed through the SEC’s website at . Before you invest, you should read the preliminary prospectus in the registration statement and other documents we filed with the SEC for more complete information about the Company and this offering. Copies of the preliminary prospectus related to the global offering may be obtained by contacting Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, toll-free: (800) 831-9146, or Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, Eleven Madison Avenue, New York, NY 10010.
This press release shall not constitute an offer to sell, the solicitation of an offer to buy or a public offering, nor shall there be any sale or offering of these securities in Mexico other than as previously authorized by the CNBV. Before you invest, you should read the prospectus prepared under Mexican law and other documents we filed with and that were authorized by the CNBV for more complete information about the Company and this offering in Mexico.
About Vista Oil & Gas, S.A.B. de C.V.:
Vista Oil & Gas, S.A.B. de C.V. is an independent Latin American oil and gas company operating since April 4, 2018. The Company owns high-quality, low-operating cost, high-margin conventional producing assets in Argentina and Mexico, with most of its production and revenues originating in Argentina. In addition, most of its ongoing drilling and workover activities, estimated proved reserves and assets are located in Argentina, including its currently-producing Vaca Muerta wells. Led by an experienced management team, the Company seeks to generate strong returns for its shareholders by leveraging its strong cash flow-producing conventional assets and developing its premier shale acreage in its approximately 134,000 net acres in the Vaca Muerta shale play in Argentina, as well as by increasing the oil recovery factor of the conventional assets it operates in Argentina. As of March 31, 2019, the Company was the sixth largest oil producer in Argentina according to the Argentine Secretariat of Energy.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of United States laws. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Company’s preliminary prospectus filed with the SEC and the prospectus prepared under Mexican law filed with the CNBV in connection with the offering. The risk factors and other factors noted in Company’s preliminary prospectus filed with the SEC and the prospectus filed with the CNBV could cause actual events or the Company’s actual results to differ materially from those contained in any forward-looking statement.
SOURCE: Vista Oil & Gas
