Vista Energy(VIST) - 2025 Q1 - Quarterly Report

Forward-Looking Statements This document contains cautionary statements regarding future projections and the inherent risks involved - This document contains forward-looking statements based on current expectations and projections, which are inherently uncertain and subject to risks[23][24] - The company assumes no obligation to update these statements unless required by law[23][24] - The information is for informational purposes only and should not be solely relied upon for investment decisions[22][25] Presentation of Financial and Other Information The report's financial data is prepared under IFRS, presented in U.S. Dollars, and includes non-IFRS measures - Financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) and presented in U.S. Dollars (US$)[32][33][34] - The report utilizes non-IFRS financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, and Return on Average Capital Employed (ROACE)[37][43] - Adjusted EBITDA is defined as net profit plus income tax, net financial results, D&A, and excludes certain non-recurring or non-cash items[38] Defined Terms This section provides definitions for key terminology used throughout the report Executive Summary Vista Energy is acquiring PEPASA, gaining a 50% interest in the La Amarga Chica concession in Vaca Muerta - Vista Energy is acquiring 100% of Petronas E&P Argentina S.A. (PEPASA), thereby gaining a 50% non-operated working interest in the La Amarga Chica (LACh) unconventional hydrocarbon concession[11][117] - The transaction is expected to materially increase Vista's scale, adding 140 MMboe of proven reserves and an estimated 200 ready-to-drill wells[125][126][127] Purchase Price Composition | Component | Amount / Details | | :--- | :--- | | Closing Cash Amount | US$900,000,000 | | Deferred Payments | US$150M on April 15, 2029 & US$150M on April 15, 2030 | | ADS Consideration | 7,297,507 ADSs, subject to a lock-up period | La Amarga Chica (LACh) Key Statistics | Metric (as of Q4 2024 / YE 2023) | 100% WI | 50% WI (PEPASA's Share) | | :--- | :--- | :--- | | Surface Area (acres) | 46,594 | 23,297 | | Q4 2024 Production (boe/d) | 79,543 | 39,772 | | P1 Reserves (YE 2023, MMboe) | 280 | 140 | | Lifting Cost (YE 2024, $/boe) | $4.1 | $4.1 | Information Regarding the Transaction This chapter details the structure, objectives, financing, and tax implications of the PEPASA acquisition Detailed Description of the Transaction Vista acquires a 50% non-operated interest in the LACh concession for cash, deferred payments, and ADSs - As a result of the transaction, Vista acquires a 50% non-operated working interest in the LACh unconventional hydrocarbon concession, which expires on December 17, 2049[141][147] - The acquisition includes substantial midstream capacity: 36,140 bbl/d in Oldelval Pipelines, 20,756 bbl/d in Vaca Muerta Norte, and 27,080 bbl/d of export dispatch capacity in OTE[150] Transaction Purchase Price Details | Component | Amount / Details | | :--- | :--- | | Closing Cash Amount | US$900,000,000 | | Deferred Payments | US$150,000,000 due April 15, 2029
US$150,000,000 due April 15, 2030 | | ADS Consideration | 7,297,507 ADSs with lock-up periods expiring in Oct 2025 and Apr 2026 | Objective of the Transaction The acquisition aims to add a high-margin asset to increase scale, reserves, and operational synergies - PEPASA generated total revenues of US$909 million and an adjusted EBITDA of US$667 million in 2024, with a high adjusted EBITDA margin of 73% and a low lifting cost of $4.1/boe[158] - The acquisition materially increases Vista's scale, adding 140 MMboe of proven reserves (as of Dec 31, 2023) to Vista's 375 MMboe (as of Dec 31, 2024)[161] - Vista expects to add an inventory of approximately 200 ready-to-drill wells and achieve operational synergies by leveraging the proximity of the LACh block[162][163] Sources of Financing and Operating Expenses The acquisition is funded by existing cash and a US$300 million credit facility, with US$8 million in expenses - The acquisition was financed through a mix of existing corporate funds and a new four-year, US$300 million credit facility from Banco Santander, S.A[165] - Total estimated expenses associated with the transaction are approximately US$8,000,000[166] Transaction Approval Date The transaction received shareholder and board approval in March and April 2025, respectively - The transaction was approved by the shareholders' meeting on March 3, 2025, and by the board of directors on April 11, 2025[167] Accounting treatment of the Transaction The acquisition is accounted for under IFRS, with pro-forma statements reflecting a January 1, 2024 start - The financial impact of the transaction is incorporated into the company's financial statements under IFRS[169] - Pro-forma financial information has been prepared to show the impact as if the acquisition had taken place on January 1, 2024[170] Tax Consequences of Transaction The transaction is not expected to have adverse tax consequences, with Vista acting as a withholding agent - No adverse tax consequences are expected from the transaction[171] - Vista Argentina is responsible for withholding income tax on the acquisition of the shares, with the tax being deducted from the purchase price[172] Information of the Parties Involved in the Transaction This chapter provides an overview of the acquiring entities, Vista and Vista Argentina, and the target, PEPASA Vista Vista is a public E&P company focused on shale development in Latin America, primarily in Vaca Muerta - Vista's growth plan is based on a pre-transaction inventory of approximately 1,150 wells in Vaca Muerta, which has driven production to 85,276 Mboe/d in Q4 2024[176] - The company highlights its strong financial performance, with a 2024 net income of US$477.5 million, Adjusted EBITDA of US$1,092.4 million (65% margin), and a low net leverage ratio of 0.63x[176] Vista Argentina Vista Argentina is the operating subsidiary in Argentina and the second-largest shale oil producer in Vaca Muerta - As of December 31, 2024, Vista Argentina had 342.9 MMboe of proven reserves and an inventory of up to 1,000 potential well locations in Vaca Muerta[195] - Total shale production for Vista Argentina was 61,729 boe/d for the year ended December 31, 2024, with total production reaching 66,641 boe/d[206] - Vista Argentina is a wholly-owned subsidiary of Vista, with its sole shareholder being Vista Energy Holding I S.A. de C.V[208] PEPASA PEPASA is an Argentine company whose primary asset is a 50% non-operated interest in the LACh concession - PEPASA's main asset is its 50% ownership of the unconventional hydrocarbon exploitation concession for the LACh block[211] - The company operates under a Joint Operating Agreement (JOA) with YPF, which serves as the operator of the LACh concession[211] Risk Factors The company faces risks related to the transaction, Argentine political and economic instability, and global events Risks Related to the Transaction Key transaction risks include integration challenges, non-operator status, and limited seller liability - As a non-operator of the La Amarga Chica concession, Vista is subject to risks related to the performance and actions of the operator, YPF[233][234] - There is a risk of being unable to successfully integrate PEPASA's operations, which could involve difficulties in combining organizations and failure to achieve expected synergies[235][236] - The Sale and Purchase Agreement imposes significant limitations on the sellers' liability, which may reduce the purchasers' ability to recover losses[229] Risks Related to Argentina Operations are exposed to Argentina's political instability, policy changes, and foreign exchange controls - The business is highly dependent on the economic and political conditions in Argentina, where recent political changes introduce uncertainty[247][248][249] - Argentine exchange controls restrict access to the foreign exchange market, which could affect the company's ability to make payments on foreign debt and pay dividends[261][263] - The imposition of export duties, currently capped at 8% for hydrocarbons, could negatively affect realization prices and margins[259] Risks Related to Recent Events. Global geopolitical conflicts, U.S. trade policy, and OPEC+ decisions pose external risks to the business - Global conflicts, such as those involving Russia/Ukraine and Israel/Hamas, create significant volatility in international oil prices and could disrupt supply chains[277][285] - The 2024 U.S. presidential election and resulting changes in U.S. trade policy could negatively impact global trade and economic growth[287][288] - Decisions by OPEC+ to manage production quotas can significantly impact global crude oil prices and affect profitability[283] Selected Financial Information This section presents key pro forma consolidated financial statements reflecting the impact of the acquisition Pro Forma Consolidated Statement of Profit or Loss (Year Ended Dec 31, 2024) | (in thousands of US$) | Year ended Dec 31, 2024 | Pro forma adjustments 2024 | Year ended Dec 31, 2024 Proforma | | :--- | :--- | :--- | :--- | | Revenues from sales to clients | 1,647,768 | 908,923 | 2,556,691 | | Gross profit | 817,743 | 487,056 | 1,304,799 | | Operating income | 625,390 | 404,652 | 1,030,042 | | Net income for the year | 477,521 | 348,782 | 826,303 | Reconciliation of Pro Forma Adjusted EBITDA (Year Ended Dec 31, 2024) | (in thousands of US$) | Year ended Dec 31, 2024 | Pro forma adjustments 2024 | Year ended Dec 31, 2024 Proforma | | :--- | :--- | :--- | :--- | | Operating income | 625,390 | 404,652 | 1,030,042 | | Depreciation, depletion and amortization | 437,699 | 262,081 | 699,780 | | Adjusted EBITDA | 1,092,452 | 666,733 | 1,759,185 | Pro Forma Consolidated Statement of Financial Position (As of Dec 31, 2024) | (in thousands of US$) | As of Dec 31, 2024 | Pro forma adjustments 2024 | As of Dec 31, 2024 Proforma | | :--- | :--- | :--- | :--- | | Total assets | 4,232,372 | 1,250,138 | 5,482,510 | | Total stockholders' equity | 1,621,213 | 300,000 | 1,921,213 | | Total liabilities | 2,611,159 | 950,138 | 3,561,297 | Management's Discussion and Analysis of Operating Results and Financial Condition This chapter analyzes the pro forma impact of the acquisition on the company's results and financial position Results of operations The acquisition would have significantly increased pro forma revenue, operating income, and net income for 2024 - Pro forma revenues for 2024 would have increased by US$908.9 million (55%) to US$2,556.7 million[305] - Pro forma operating income for 2024 would have increased by US$404.7 million (65%) to US$1,030.0 million[313] - Pro forma net income for 2024 would have increased by US$348.8 million (73%) to US$826.3 million[316] Financial position, liquidity and capital resources The transaction significantly increases assets and debt while reducing cash on the pro forma balance sheet - Pro forma Property, Plant, and Equipment would increase by US$1,387.6 million (49%) as of Dec 31, 2024[317] - Pro forma cash and investments would decrease by US$471.9 million (62%) due to the cash payment for the acquisition[321] - Pro forma financial debt would increase by a combined US$633.4 million, reflecting debt taken on to finance the transaction[325] Other Financial Information This section is reserved for supplementary financial data not covered in previous chapters Relevant Agreements The transaction is governed by a Sale and Purchase Agreement and a Convertible Note Agreement - The primary legal document is the Sale and Purchase Agreement, governed by the laws of England and Wales[331][332][338] - A Convertible Note Agreement was executed to secure the deferred cash payments, granting sellers conditional conversion rights into Vista shares[335][341] - Under the agreement, Vista assumes all liabilities related to PEPASA's business operations, including environmental and decommissioning liabilities[337] Responsible Parties Key executives have signed and attested to the accuracy of the information presented in this document - The disclosure document was signed under oath by Miguel Galuccio (CEO), Pablo Vera Pinto (CFO), and Javier Rodríguez Galli (General Counsel)[346] Exhibits This chapter contains supplementary documents, including the pro forma financial statements and auditor's report Pro Forma Financial Statements and Independent Accountant's Report This exhibit includes the unaudited pro forma financial statements and the independent accountant's report - The exhibit includes the full unaudited pro forma consolidated statement of profit or loss and statement of financial position for the year ended December 31, 2024[351][353] - The independent accountant's report confirms the pro forma financial information has been reasonably compiled to show the impact of the PEPASA acquisition[355][356] - The accountant's opinion states that the pro forma information has been compiled, in all material respects, in accordance with the requirements of the Circular Única de Emisoras[368]