Investor Presentation - Vista Oil & Gas
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Investor Presentation July 2017 | Confidential
Disclaimer
Confidentiality and Disclosures
This presentation is strictly confidential, has not been independently verified and is being furnished to you solely for your information. It may not be reproduced or redistributed to any other person, and it may not be
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civil, administrative or criminal liability. The distribution of this presentation in other jurisdictions may also be restricted by law, and persons into whose possession this presentation comes should inform themselves
about and observe any such restrictions.
This presentation does not constitute or form part of any offer for sale or solicitation of any offer to buy any securities in the United States or elsewhere nor shall it or any part of it form the basis of or be relied on in
connection with any contract or commitment to purchase shares, nor is it an invitation to carry out investment activities, nor does it constitute the basis, in whole or in part, for the execution of any agreement or
commitment of any kind. Specifically, this presentation does not constitute a placement prospectus (prospecto de colocación) or equivalent document, and the information contained herein is general in nature and is
distributed for information purposes only.
Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Act”). Vista Oil & Gas, S.A.B. de C.V., a sociedad
anónima bursátil organized under the laws of Mexico (the “Company” or “Vista”), has not and does not intend to register any securities under the Act or offer any securities to the public in the United States. Any
decision to purchase shares in any offering should be made solely on the basis of the information contained in the Mexican prospectus (prospecto de colocación) to be registered with the Mexican Banking and
Securities Commission (Comisión Nacional Bancaria y de Valores) or any offering circular published in due course in relation to any such offering. No reliance may be placed for any purpose whatsoever on the
information contained in this document or on its completeness. No representation or warranty, express or implied, is given or will be given by or on behalf of the Company, either of the Joint Global Coordinators and
Bookrunners or any of their respective affiliates or agents, or any of such persons’ directors, officers, employees or advisors or any other person as to the accuracy, completeness or fairness of the information or
opinions contained in this document, and any reliance you place on them will be at your sole risk. In addition, no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) is or will be
accepted by the Company, any of the Joint Global Coordinators and Bookrunners, or any other person in relation to such information or opinions or any other matter in connection with this document or its contents or
otherwise arising in connection therewith.
By attending this presentation or by agreeing to view any of the materials presented, you agree to be bound by the foregoing limitations.
Neither the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores), the U.S. Securities and Exchange Comission nor any other authority has approved or disapproved the contents of
this presentation, or the adequacy or truthfulness of the information contained herein.
This presentation contains and related discussion may contain “forward-looking statements”. All statements contained in this presentation and related discussion other than statements of historical facts are forward-
looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plans and strategies. You can identify forward-
looking statements by the use of words such as “may,” “might,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “intend,” “future,” “potential,” “suggest,” “target,”
“forecast,” “continue,” and other similar expressions. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs, estimates and projections, and various
assumptions, many of which are inherently uncertain and beyond our control. Such expectations, beliefs, estimates and projections are expressed in good faith and management believes there is a reasonable basis for
them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will be achieved and actual results may differ materially from what is expressed in or indicated by the
forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements.
Forward-looking statements speak only as of the date the statements are made. Riverstone assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances or
other changes affecting forward-looking information except to the extent required by applicable securities laws. Certain information in this presentation is based upon management forecasts and reflects prevailing
conditions and management’s views as of this date, all of which are subject to change. Forward-looking statements in this presentation may include, for example, hypothetical statements about:
our ability to select an appropriate target business or businesses;
our ability to complete our initial business combination;
our expectations around the performance of the prospective target business or businesses;
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then
receive expense reimbursements;
our potential ability to obtain additional financing to complete our initial business combination;
our pool of prospective target businesses;
the ability of our officers and directors to generate a number of potential acquisition opportunities;
our public securities’ potential liquidity and trading;
the availability of a market for our securities;
the use of proceeds not held in the escrow account or available to us from interest income on the escrow account balance; or
our financial performance following this offering.
You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements. This
presentation is not intended to constitute, and should not be construed as investment advice.
Many statements and the case studies contained herein relate to Riverstone or certain of its affiliated funds. An investment in Vista Oil & Gas S.A.B. de C.V. is not an investment in Riverstone or any such fund. The
historical results of Riverstone or its funds are not necessarily indicative of future performance of Vista Oil & Gas S.A.B. de C.V.
1
Vista Investment Platform
A vehicle custom-built to seize LatAm E&P opportunities
Riverstone Miguel Galuccio
■ Leading global energy-focused private equity firm with ■ Tripled YPF S.A.’s (“YPF”) market cap under his
one of the largest portfolio footprints in the world leadership, reaching US$15,000mm(1)
− More than US$35,000mm of committed capital to ■ YPF raised over US$8bn from international and local
more than 130 transactions capital markets under his leadership, with 30 new
■ Extensive investment and operating expertise in energy issuances below Argentina’s sovereign yield
developed over multiple commodity price cycles
■ More than 17-year track record of optimizing high-quality ■ Executed over 20 M&A transactions at YPF with
businesses and leading management teams industry leaders such as Apache, Chevron, Petronas,
■ One of the most active energy funds in Mexico since the and Dow, for total deal value over US$4,000mm
Energy Reform ■ Led the creation of Schlumberger Production
− Six operating companies in the portfolio Management (“SPM”), which is currently an important
− CKD issuance of Ps$12,500mm to invest in growth segment for Schlumberger Limited (“SLB”)
conventional energy globally, having reached production of 235 Mboe/d
■ One of the most experienced energy funds in US listed
■ Brings along seasoned management team, with proven
acquisition companies (“SPAC”)
track record working together
− 2 issuances for a total of US$1,500mm
Vista – LatAm focused listed acquisition company
A well-suited capital structure to execute the business plan with access to capital
Operating experience of a seasoned exploration and production (“E&P”) CEO combined with the investment
expertise of one of the world’s largest energy-focused private equity firms to take advantage of a distinct window
of opportunity to acquire and develop assets in the LatAm oil and gas sector with greater flexibility
and access to capital than a traditional investment vehicle
(1) Bloomberg; reached on 7/30/2014
2
Creation of a Leading LatAm Oil and Gas Company
Next generation independent oil and gas company
Vision Acquisition strategy Growth focus Operational approach
Establish a leading publically Flexible structure, with a Assets where management People and community
traded oil and gas company preference for a stock or has actual operating
Identified leading local
that becomes the local partner asset purchase knowledge / operational
basin specialists
of choice in the region experience
(Mboe/d)(1) Full or partial ownership
Geographically diversified
Experienced in complex
with control (preference for a stakeholder management
2,870
portfolio
operating role)
Asset management
2,868
Target companies/assets that Fit-for-purpose, field-specific,
723 very lean operational model
Are fundamentally sound but
579 Dynamic portfolio
underperforming their
(2) potential management and
agile decision making
75 Are at an inflection point,
requiring management Technology
70 expertise and/or capital Partnership with service
providers to expedite access
30
Can leverage extensive to state-of-the-art-technology
26 network and insight of
sponsor group
22
Broad scope for initial acquisition to maximize risk-adjusted upside and build platform for future growth
Source: Company filings.
(1) Pemex figures as of 4Q16 and all other figures as of 3Q16.
(2) Target position in the market. For illustrative purposes only.
3
LatAm Investment Opportunity
Key drivers and differentiation factors
Vista’s Management Team differentiation
Opportunity drivers Extensive network and credibility across
key industry players to facilitate proprietary
deal access
Government opening up oil and gas sector
Mexico
Massive underdeveloped resource base Capital availability and quick decision
Pressing need for foreign investment and new players
making to increase appeal to sellers
Proven track record in successfully
Macroeconomic normalization with a need to substitute executing complex transactions across the
expensive energy imports region
Argentina
Emergence of Vaca Muerta as world-class shale play with large
capital requirements Deep operating experience in key assets
Existing players looking for partnerships to attract growth capital
and access to leading basin-specific human
and technical best practices talent to significantly reduce execution risk
Strategic relationships with service
Government reforming regulatory framework to attract
providers to leverage operational footprint
investments independently from Petrobras and accelerate time to market
Brazil
Brazil’s Agencia Nacional do Petroleo (“ANP”) launching new
bidding rounds and Petrobras pushing divestment program Reputation and expertise to attract
Undercapitalized small-caps in need for capital to grow international partners as “local partner of
choice” in the region
Stable regulatory framework and relatively Hands-on experience dealing with complex
investor-friendly environment
Colombia
stakeholder management
Undercapitalized companies with high quality assets can serve
as regional growth platform Market recognition from prior
Fragmented market with potential for roll up play to gain scale experience in managing a high profile
publicly-traded company
Market structures expected to change radically over next decade with less dependence of national oil companies (“NOCs”) and
emergence of new players
4
LatAm Oil and Gas – Why Now?
Distinct window of opportunity for acquisitions
Positive shift in fundamentals Significant resources available for investors
Governments are increasingly embracing economic and sector-policy Valuable assets available as price cycle is pushing companies to optimize
reforms to strengthen fiscal revenues and incentivize foreign investments and sell non-core assets
Competition for assets still low compared to other geographies
Strong need to boost domestic gas production to balance energy matrix and
replace expensive imports across key countries Domestic gas prices will be supported by the high price of imported natural
gas
Oil and natural gas production(1) Proved crude oil and natural gas reserves(1)
(Mboe/d) (Bnboe)
Oil Natural gas
15.9
4,711 3,550
2.9 13.0
2.2
1,910 2,941
1,297 13.0 4.6
1,664 10.8 3.2
647 2.2
1,207 0.9
2.4 2.3
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Mexico Argentina Colombia Brazil
Capital, technology and talent are the key to unlocking the region’s vast resource base
Vista intends to be a channel for international capital to the region
Ability to access state-of-the-art technology through strategic partnerships with service providers
Management and Riverstone have the network, reputation and leadership to attract world-class talent from and to the region
Regional dynamics, Vista’s expertise and listed acquisition company model support the investment thesis
(1) BP Statistical Review of World Energy June 2016.
5Investment Highlights
Strong combination of capabilities and market opportunity to create value for investor
Distinct window of opportunity to acquire world-class assets in a resource rich, historically
1 under-invested region, now increasingly open to investors
Attractive actionable opportunity set known by management through its operating
2 experience in the region
Highly experienced management team with strong track record of operation and
3 value-creation working together
Premier financial sponsor with extensive and specialized track record in the energy
4 sector, leading experience in listed acquisition companies and significant
presence in the region
A listed acquisition company is a well-suited vehicle to create a leading publicly-traded
5 LatAm oil and gas company
6Management Team
Solid track record working together
25 years of energy experience across five continents (integrated oil and gas and oilfield services)
Miguel Galuccio Former Chairman and CEO of YPF and President of Schlumberger SPM/IPM(1)
Previously Schlumberger Geomarket Manager for Mexico and Central America
Chairman and CEO Prior experience with YPF International and Maxus Energy in Argentina and Southeast Asia
Petroleum Engineering degree from Instituto Tecnológico de Buenos Aires
More than 15 years of international business development, consulting and investment banking
experience
Previously Business Development Director at YPF in Argentina
Pablo Vera Pinto Former member of the board of fertilizing company Profertil (Agrium-YPF), power generation company
Central Dock Sud S.A. (Enel-YPF) and gas distributor Metrogas S.A. (YPF, acquired from British Gas)
Prior experience gained at private equity group in South America with finance and operations
Chief Financial Officer management responsibilities as Restructuring Manager, CFO and General Manager of portfolio
companies, management consulting at McKinsey & Company in Europe and investment banking at
Credit Suisse in New York
MBA INSEAD; Economics degree from Universidad Torcuato Di Tella
More than 20 years of E&P and oilfield services experience
Previously, Interim VP E&P, Head of Drilling and Completions, Head Unconventionals at YPF
Juan Garoby
Former President for YPF Servicios Petroleros S.A. (YPF owned drilling contractor)
Prior experience with Baker Hughes Inc. (Brazil, Peru, Ecuador) and Schlumberger Ltd. (Europe and
Chief Operating Officer Africa)
Petroleum Engineering degree from Instituto Tecnológico de Buenos Aires
More than 10 years of LatAm E&P strategy, portfolio management and investor relations experience
Alejandro Cherñacov
Previously CFO of small-cap Canada-listed E&P company
Prior experience as Investor Relations Officer and ran the Upstream Project Portfolio at YPF in Argentina
Investor Relations
Masters in Finance from Universidad Di Tella, Strategic Decision and Risk Management professional
Officer
certificate from Stanford University; Economics degree from Universidad de Buenos Aires
(1) Schlumberger Production Management and Schlumberger Integrated Project Management, business segments of Schlumberger Ltd.
7Management Team’s Track Record at YPF
Mr. Galuccio led remarkable turnaround in a complex scenario
Contributed to shaping key market reforms including gas pricing incentive scheme, domestic crude pricing support, amended federal
hydrocarbons law, and reversed decade-long decline in production and reserves
Strategic
Laid foundations for economic development of Vaca Muerta:
leadership
with visible – 500 wells drilled (90% of Vaca Muerta activity)
impact
– 47% well cost reduction down to US$8mm per horizontal well
– Reached 50,000 boe/d (largest economic shale development outside North America)
Tripled share price in first 24 months
Strong Grew production by more than 100 Mboe/d to reach more than 580 Mboe/d
financial and
Achieved 45% EBITDA growth to reach more than US$5bn
operational
performance Ramped up activity from 25 to 74 drilling rigs at peak maintaining best-in-class safety record
Achieved reserves growth of 25% to reach more than 1.2 Bnboe
Closed 20+ transactions with deal value in excess of US$4bn; including company-shaping Apache Argentina acquisition
(US$800mm) and landmark shale JVs with Chevron (US$1.4bn), Petronas (US$550mm) and Dow (US$180mm)
Successful
BD, M&A and Raised more than US$8bn from international and local capital markets with over 30 new issuances between 2012 and 2016 (with
capital yields below Argentina’s sovereign benchmark); representing 90%+ of all Argentine international issuances
markets effort
Stock covered by more than 20 research analysts from top tier institutions; YPF Management voted top 2 Investor Relations Team for
LatAm oil and gas sector by Institutional Investor
Led complex integrated oil and gas organization with more than 20,000 direct employees
Ability to
attract talent Promoted and recruited best-in-class managers for key positions; implemented world-class talent management initiatives
and source
transactions Mr. Galuccio voted Best CEO of Argentina (PwC survey 2014) and LatAm CEO of the Year (BRAVO Latin Trade business
awards 2014)
Decades of oil and gas experience in leadership roles consistently delivering remarkable results
8Miguel Galuccio’s Track Record at Schlumberger
Led high growth “company-shaping” global businesses
More than 12 years in various senior leadership positions, including President of Schlumberger IPM and SPM and
Geomarket Manager for Mexico and Central America
Strategic
thought Under his leadership, the company conceptualized and implemented novel strategic initiatives with lasting impact
leader – Led the creation of SPM, which currently is a focus growth segment for SLB globally having reached 235 mboe/d
– Led Schlumberger’s re-positioning with PEMEX, which became one of the top Schlumberger clients globally
Led IPM to become a benchmark among oil field services for operational excellence
– Executed complex projects across five continents in extremely challenging conditions (e.g. Iraq re-entry, Russia, Algeria)
Developed new business models integrating services with E&P risk-returns under SPM
Execution – Burgos, Chicontepec, Alianza and Mesozoico projects with PEMEX (more than 2,000 wells drilled over 8 years)
focused and
– Casabe project with Ecopetrol; tripled production in 5 years
results
driven – Shushufindi contract with Petroamazonas (Ecuador): operated by SPM, co-funded by E&P company Tecpetrol (Techint
Group) and US private equity firm KKR; doubled production in 4 years
– Barnett shale gas project (Texas) and Bakken shale oil project (North Dakota)
– Other projects in China, Romania and Malaysia
Managed fast-growing global organization with more than 6,300 employees in 55 projects across six regions
Ability to – Pushed out-of-the-box solutions with strong bottom-line impact by motivating teams and engraining a can-do attitude
attract talent in the company’s engineers and geoscientists
and generate
network Developed vast global network across oil and gas industry
– Strong relationships with CEOs of majors, independents and NOCs
9Sponsor: Riverstone Holdings
One of the largest global energy-focused private equity firms
2000: Founded by David Leuschen and Pierre Lapeyre to partner with energy industry management teams to invest in a dynamic and growing investment opportunity set and
generate attractive risk-adjusted investment returns for LPs
Today: One of the largest private equity firms dedicated solely to the energy industry with approximately US$36bn raised since inception across 9 private funds (Global
Energy and Power Funds I-VI, Renewable Energy Funds I-II, Riverstone Credit Partners I) and other related vehicles
− Strong energy-focused track record across the entire energy value chain and capital structure
− Committed approximately US$35bn to >130 transactions across 11 countries (1)
− Scale across the entire value chain provides for access to substantial information flow and critical insight into energy sector dynamics, resulting in sustainable competitive
advantages
Large, experienced team of energy “lifers”
− More than 100 professionals, including 47 investment professionals, operating from offices in New York, Houston, London, and Mexico City
− Investment team brings more than 600 years of collective experience in the energy industry with a complementary blend of investing and operating expertise developed over a
number of commodity cycles
Sector Investments(2) Description
Exploration and production of oil and natural gas around the world
One of the largest energy PE investors in E&P, including significant presence in North America, Canada, and the Gulf of
Mexico
E&P
61 Investments
Active presence in all the major US basins including the “Big Five” onshore shale or tight oil / gas regions: the Northeast
US$18,200mm (Marcellus, Utica), Southeast (Haynesville, Bossier, Fayetteville), Mid-Con (Mississippian, Woodford, Antrim), Texas (Eagle
Ford, Barnett, Permian), and the Rockies / Great Plains (Bakken, Niobrara)
Successfully entered Mexico via three portfolio companies after the constitutional energy reform
Infrastructure and logistics services to the energy industry
Midstream
Built, expanded and operated a network of approximately 100,000 miles of pipeline systems
23 Investments
g US$6,300mm
Formed six MLPs and took one of the first MLP GPs public via IPO (Magellan); one of the largest LBOs in the Midstream
sector to date (Kinder Morgan)
Owned and operated assets representing approximately 275 MMbbl of storage capacity
Equipment manufacturing and maintenance, service provision
Services
Energy
21 services and manufacturing platforms employing over 20,000 people servicing global client base
21 Investments
US$4,100mm Focused on mitigating cycle effects: developed unique manufacturing services companies whose target market is most
closely aligned with production versus exploration
Note: All data as of March 2017, unless otherwise indicated. Past performance is not indicative of future results.
(1) Includes Global Energy and Power Funds, Renewable Energy Funds I and II, co-investments and REL. Excludes investments from new credit platform given dynamic nature of credit portfolio.
(2) Indicates number of investments, total committed capital.
10Early Participation Across Mexico’s Energy Sector
Riverstone has been highly involved in the country’s emerging energy opportunities
Sector Portfolio company Description of main activities
Sierra Oil & Gas has positioned itself as one of the most active and successful local players since
the energy reform, having been awarded five offshore blocks to date and become the third largest
non-state owned E&P company in Mexico by net acreage, with approximately 560k net acres
Talos Energy partnered with Sierra and Premier Oil as operator in the winning consortium that
was awarded two shallow water exploratory blocks in Round 1.1., these being the first
concessions awarded since 1938. The consortium members announced in July 2017 that the first
E&P
well drilled in these blocks resulted in a large oil discovery, named “Zama”
Fieldwood Energy partnered with PetroBal (led by the former CEO of PEMEX E&P) and was
awarded a shallow water development block during Round 1.2
Sierra oil and gas participated in two other winning consortiums for two offshore exploration
blocks during Round 1.4., with partners Petronas, Murphy Oil Corp. and Ophir Energy
Avant Energy is a recently created company focused on the development, construction and
operation of infrastructure for the country's oil, natural gas, refined products, and electricity
Midstream
sectors
Sierra is jointly developing an US$800mm refined products import integrated project alongside
g TransCanada (operator) and Grupo TMM, which includes a marine terminal, a pipeline and inland
storage and distribution hub
TrailStone is a global commodities logistics and trading company engaged across the liquids,
power and gas, metals and mining, and agriculture segments that is pursuing opportunities in
northern Mexico
Pattern Energy formed a JV with Cemex Energia, one of Mexico’s most important renewable
Renewable
power developers in Mexico, to build a portfolio of at least 1GW of renewable projects over five
energy
years
Raised one of the first Mexican energy-focused private equity funds with Ps$12,500mm
Fundraising
commitments from Mexico’s pension funds
Local
Riverstone CKD ‘15
11Board of Directors comprised by World Class Professionals
Strong corporate governance, with majority independent composition
Miguel Galuccio Please refer to page 7 for Mr. Galuccio’s biographical information.
Chairman of the
Board
Partner at Riverstone based in the New York office and responsible for business development within the firm
Kenneth Ryan Prior to joining Riverstone in 2011, Mr. Ryan worked for Gleacher & Company and Gleacher Partners in London and New York, more recently as Managing Director and Co-Head
Member of the of Investment Banking
Currently he serves as member of the investment committee at Riverstone Credit Partners and as member of the board of Riverstone Energy Limited, HES International and
Board by
Trailstone
Riverstone Mr. Ryan graduated from the University of Dublin Law School, Trinity College
Ms. Segal was appointed President and General Director of Americas Society / Council of the Americas in 2003, after working in the private sector in Latin America and other
Susan L. Segal emerging markets throughout more than 30 years
Prior to her current appointment, she was a Partner at Chase Capital Partners / JPMorgan Partners with a focus on private equity in Latin America and pioneering venture capital
Independent investments in the region
member of the Ms. Segal is a member of the Board of Americas Society / Council of the Americas, the Tinker Foundation, Scotiabank and Mercado Libre, as well as President of the Board of
Board Scotiabank USA
Ms. Segal graduated from Sarah Lawrence University and received an MBA from Columbia University in the United States
Mr. Doehner has been Executive Vice President of Corporate Affairs and Enterprise Risk Management at Cemex since May 2014
Mauricio Mr. Doehner began work with Cemex in 1996 and has held various executive positions in areas such as Strategic Planning, Institutional Relationships and Communications and
Doehner Cobián Business Risk Management for Europe, Asia, Middle East, South America and Mexico
Further, he worked in Mexico’s Presidential administration leading the relationship with the Mexican public, including diverse issues such as government reforms and the national
Independent budget
member of the Mr. Doehner holds a Bachelor’s degree in Economics from Tecnológico de Monterrey, an MBA from IESE/IPADE, and a Professional Certificate in Competitive Intelligence by the
Board FULD Academy of Competitive Intelligence in Boston, Massachusetts
Mr. Lim is an advisor at GIC Private Limited, a leading global investment firm, where he previously held the position of Managing Director and President (Americas) and prior to
his appointment to the United States in 2009, he was President of GIC in London for 11 years
Anthony Lim Prior to joining GIC, he was General Manager in Bankers Trust Company and held various positions of high level
Mr. Lim currently serves as a member of the Global Advisory Board of Teach for All, an organization dedicated to global education, and is a Founding Member of the Global
Independent
Advisory Board of the Woodrow Wilson Center
member of the Additionally, Mr. Lim serves in the Expert Advisory Board and the Surveillance of Asset Management of External Clients Committee of the World Bank Treasury and was a
Board member of the Board for Hedge Fund Standards from 2007 to 2016
Mr. Lim graduated from Singapore National University and completed the Management Program at Harvard Business School.
Mr. Bly has more than 30 years of experience in the oil and gas industry, having occupied various executive positions at an international level at BP. His last role at BP was
Mark Bly Executive Vice President of Safety and Operational Risk
Mr. Bly was also a part of BP’s E&P Executive Group, responsible for monitoring an international portfolio with units in Angola, Trinidad, Egypt, Algeria, and the Gulf of Mexico
Independent Mr. Bly led the internal investigation of the Deepwater Horizon incident in 2010, and is the author of “Bly Report” that defined the understanding of such event by the industry and
member of the represented the founding of the new organization and global drilling practices program within BP
Board Mr. Bly received a Master’s degree in Structural Engineering from the University of California at Berkeley and a Bachelor’s degree in Civil Engineering from the University of
California at Davis
12Mexico’s Large Resource Base Now Open to Investors
Regulatory changes are increasingly unlocking the oil and gas sector to private investment
Multiple E&P plays across basins(1) Material untapped reserves with significant upside(1)
(Bnboe)
Reserves
Geologic Cumulative Prospective
basin production 1P 3P resources Proved reserves in
Southeast 46.3 8.9 18.1 14.5 these basins are
similar to
Tampico Misantla 7.2 0.9 6.7 37.3
Chevron’s proved
Burgos 2.3 0.2 0.6 14.0 reserves globally(2)
Veracruz 0.8 0.2 0.2 2.0
Pemex with a need for
Sabinas 0.1 – 0.1 14.3
investment and
Others (3) – – – 3.0 access to technology
Deepw ater – 0.1 0.5 27.8
and know-how
Total Mexico 56.8 10.2 26.1 112.8
Substantial
underinvested
Total Pem ex 56.8 9.6 22.2 25.9 resource base due
Rest of
to few players in
– 0.6 3.9 86.9 the sector
Eagle Ford shale formation. opportunities
Production and development Exploration
Energy sector reform is a government priority
2014 2015 October 2017
Historic constitutional energy reform enacted
Round zero Round one Farm-out Ayín-Batsil
Pemex direct allocation 39 blocks awarded 3P reserves: 297MMboe in 2014 opened up the sector to private
Start of Pemex contract migration investment for the first time in 78 years
2 blocks consisting of
22 contracts
Reform seeks to maximize oil and gas
production growth and fiscal revenues to
October 2017 bolster government budget
June 2017 Farm-outs Ogarrio and
Cárdenas-Mora Additionally, the reform aims to transform
Round 2.1 3P reserves: 148MMboe
December 2016 10 out of 15 shallow water Pemex into a more efficient state-owned
blocks awarded productive enterprise
Trion farm-out deal
BHP Billiton / PEMEX: 60% / 40%
3P reserves: 485 MMboe Need to speed up implementation is becoming
evident
Source: Pemex Hydrocarbon Reserves of Mexico as of January 1, 2015, Pemex Newest Opportunities, Pemex Investor Presentation February 1, 2017 and Plan Quinquenal de Licitaciones para la Exploración y
Extracción de Hidrocarburos 2015-2019, 2017.
(1) Secretaría de Energía (“SENER”), EIA and Comisión Nacional de Hidrocarburos (“CNH”).
(2) Chevron 2016 Annual Report.
(3) Includes Plataforma de Yucatán and Cinturón Plegado de Chiapas. 13Mexico Onshore Oilfields Opportunity
Significant potential to increase recovery factors
Typical oilfield life cycle(1)
Daily production A typical field life cycle has three phases: production growth, plateau and
Peak Plateau production decline
Optimizing the decline phase requires an in depth understanding of the different
recovery mechanisms involved
Decline
C A Production Optimization
A.
B B Secondary Recovery
B.
A C Enhanced Oil or Tertiary Recovery (EOR)
C.
5 years 10 years Time
Large oil volumes still to be recovered through secondary and tertiary recovery across basins
70% There is significant potential for reserves
increase through improvement in recovery
Worldwide indicative reference
60%
factors
Recovery factors
50%
A 1 percentage point increase in recovery
40% factor is a volume of ~1.6 Bnbbl
30%
(equivalent to more than 2 years of total oil
production of Mexico)
20%
10%
0% Current MX Onshore (2) Aggressive Best in class Aggressive Best in class +
performance performance + EOR advanced EOR
(3) (3) (3)
Optimized Primary recovery Secondary recovery Tertiary recovery
Management experience in oilfield rejuvenation is particularly applicable to Mexico onshore opportunities
(1) Diagram is provided for illustrative purposes only.
(2) Calculations based on data from Comisión Nacional de Hidrocarburos (Volumen original, reservas y producción acumulada de hidrocarburos al 1ro. de enero de 2016).
(3) Asociación Regional de Empresas del Sector Petróleo, Gas y Biocombustibles en Latinoamérica y el Caribe.
14Mexico Presents Several Actionable Opportunities
Multiple paths to take advantage of the recent opening of the sector
1 Farm-outs: material opportunities to partner with Pemex(1) 2 Migration from service to E&P contracts(3)
Critical element in Pemex growth strategy to attract investment and expertise, Different risk-return profile and higher capital requirements
positions Vista as a strong potential partner should open up opportunities for acquisitions
Cumulative Reserves 2015 Oil Gas
Project Area
production MMboe Capex
production production Mision
km2 US$bn
1st migration block
MMboe (Mbbl/d) (2) (MMcf/d) (2)
1P 2P 3P
Santuario, Magallanes and Arenque
Shallow Panuco
Water Ayatsil-Tekel-Utsil 142 0 403 750 855 8.3 5 1
Heavy oil Ebano and Miquetla
Samaria, Ogarrio,
Mature
461 557 600 691 728 1.9 71 100
Altamira
Cárdenas-Mora,
Onshore
Rodador
Olmos
Shallow Bolontikú-Sinán
217 631 338 770 842 4.5 75 100 Nejo
Water Ek-Balam
Tierra Blanca, San Andres
Shallow Amatitlán
2nd migration block
Ayin-Batsil(8) 1,096 0 46 123 297 NA 0 0
Water Miahuapan
Deep Pitepec
Water Kunah - Piklis 89 0 0 296 410 6.1 0 0
Gas Humapa
Deep Soledad
Maximino
Water 131 0 0 0 1,007 19.3 0 0 Cuervito, Fronterizo
Trión-Exploratus
Oil
Pirineo
3 Upcoming CNH bidding rounds(4) Monclova
Carrizo
Significant growth potential from future bidding rounds
4 Bidding rounds awarded blocks
3 69 onshore and shallow water blocks, with over 12,276 MMboe of
Round 3 and 4
prospective resources
39 blocks awarded
Round 1 and 2
1
4 55 onshore blocks, with over 7,620 MMboe of prospective
resources 2 31 blocks awarded
(1) PEMEX Investor Day New York presentation.
(2) August 2015.
(3) Pemex presentation “Mexico: Newest Opportunities & Opening the Gulf of Mexico”.
(4) Plan Quinquenal de Licitaciones para la Exploración y Extracción de Hidrocarburos 2015-2019.
(5) SENER convocatoria July 2016.
(6) SENER convocatoria August 2016. 15
(7) SENER convocatoria November 2016.
(8) CNH and SENER.Argentina’s Vaca Muerta Shale Formation
A significant investment opportunity comparable in scale and quality to US shale basins
Vaca Muerta formation(1) Vaca Muerta characteristics(2)
Vaca Muerta Wolfcamp Eagle Ford
(Permian)
Gross Area* (acres) ~9,724,000 ~8,617,000 ~13,390,000
Mendoza
Argentina Light Oil Avg. total organic content (%) 2.55 5.5 4.5
Black Oil Avg. Net Thickness (meters) 30 - 450 172 41
Wet Gas
Neuquén
Neuquén Dry Gas Wet Avg. Pressure Gradient (psi/ft) 0,82 0,48 0,96
Gas
2016 production (Mboe/d) 52 1,130 1,624
* Gross Area may include non prospective acreage
2014 Amended Hydrocarbon’s Law provides competitive shale specific fiscal terms
(35 year concession term with 12% flat royalties)
Argentina is ranked globally in shale potential(3)
#4 in shale oil #2 in shale gas
(Bnbbl) (Tcf)
75 1,115
58
802
665
573
32
27
Rusia USA China Argentina China Argentina USA Canada
(1) Wood Mackenzie.
(2) Wood Mackenzie.
(3) Technically recoverable resources, EIA shale report.
16Vaca Muerta Progress to Date
Play has been substantially de-risked over the last four years
Switch to drilling horizontal wells was key to success(1) Gross shale O&G production(2)
(Number of wells) (Mboe/d)
More than 700 wells drilled to date 65.8
62.1
185
160
148 48.9
119 40.9
59
16 4.0
4 0.2
2010 2011 2012 2013 2014 2015 2016 Dec' 12 Dec' 13 Dec' 14 Dec' 15 Dec' 16 May' 17
Vertical Horizontal
Loma Campana horizontal wells cost(3) Vaca Muerta achieving US top basin productivity(4)
(In US$mm) (EUR (boe / ft lateral length))
Vaca Muerta Wolfcamp Eagle Ford
Only sub-plays with 5-25%
Approx. of gas content Vaca Muerta oil window
13.7
-40% 145 EUR (boe / foot of lateral)
125
110 104
8.2 94
85 84 78
47
Northeast Oil
Extension
VM oil window
VM oil window
VM oil window
Carbonate
Southern
Deep Basin
Northeast
Fairway
Black Oil
Platform
2013-2015
2015 2016
2012
2016
(1) Argentine Ministerio de Energía.
(2) Argentine Ministerio de Energía, shale oil and gas producing concessions (Loma Campana, El Orejano, La Amarga Chica).
(3) YPF’s 2016 20F
(4) Wood Mackenzie Vaca Muerta Development Study.
17Vaca Muerta at an Inflection Point
Time to invest
Development competitive at current oil prices(1) Acquisition cost is a fraction of US comparable(2)
(In US$) (Average adjusted US$/net acre)
Further efficiency gains being implemented with Attractive entry costs are still attainable in Vaca Muerta
support from government and unions
$39.0/boe
$36.1/boe
$3.1/mcf $27,779
$26,288
$25,075
$16,581
$6,633
$3,477 $3,277
$1,650
Oil Gas Condensate 2014 2015 2016 2017
Permian Vaca Muerta
Replacement of expensive energy imports(3) Operated and non-operated concessions in Vaca Muerta
(MMm3/d) (Number of concessions)
LNG import parity supports high domestic gas pricing
Sizeable concession areas provide materiality for opportunities
(currently at 5.0-7.5 US$/MMbtu) 26
160
140
11
120
10
100 8
6 6 5 5 5
15 5 4
2 3
80 2 1 1
3 2 1 3 1
5 6 4 4 2
3 3 2 3 1 1
60 – 1
–
2008 2009 2010 2011 2012 2013 2014 2015 2016
Production Imports Non operated Operated Total
Significant upside still achievable from longer horizontal wells/more fracs following US trend
(1) Wood Mackenzie.
(2) Public filings and press releases. Permian adjusted for production value at $35,000 / boe/d. Vaca Muerta in 2017 YPF deals with Shell and Schlumberger.
(3) Argentine Ministerio de Energía, Enargas and Enarsa.
(4) Wood Mackenzie; Selected private VM acreage holders, does not include GyP of Neuquén.
Data as of March 31, 2017. Reflects concesions and explorations permits that include acreage covered by the Vaca Muerta formation, may include acreage that is commercially unviable. 18Colombian Market Highlights and Opportunities
Attractive prospects for a well-capitalized player
Highlights Acquisition of an existing operating company(2)
1
75
2015 average net production (Mboe/d)
Investor friendly sector with appealing fiscal terms
Public Private companies(3)
Positive reputation for respecting contract sanctity companies
45
41
Energy sector reforms initiated in 2003 have made the country an
attractive investment destination for private players 26
22 21 21
18
14 13
8 8
4 3 1 1
Gas supply shortfall may boost profitable gas activity
Increasing demand is encouraging investment in gas exploitation
Gas prices were deregulated in 2014, supporting development activity
2 Asset purchases from established operators
Operators are actively optimizing their portfolios to concentrate on priority
Activity and production dropped sharply with oil price decline production assets and projects
The country has seen investment cuts of nearly 60% since 2015 (1) A number of assets may become available for purchase as operators
Sheer quantity of smaller-sized discoveries made between 2006 and execute their divestment strategies
2015(2)
Unconventional oil and gas plays are under-developed, presenting
opportunities for new entrants
3 Ecopetrol’s bidding processes(4)
Various investment opportunities are available
Possible targets among stable companies that have been in operation In 2016, Ecopetrol initiated a public bid process to award 17 production
for several years assets
Large oil and gas companies looking to reshuffle their portfolio by
Total opportunity size of approximately 1,594 MMboe of original oil in place
selling their subsidiaries
Ecopetrol is bidding out production assets − In November 2016, 6 projects representing a total of 640 MMboe were
awarded: Iberoamericana (3 projects), Gran Tierra (2 projects) and Parex
Companies with mature assets that require the necessary expertise in Resources (1 project)
recovery techniques to create operational value
11 production assets with approximately 954 MMboe not yet awarded
Colombian companies that do not have capital and/or an experienced management team are prime targets and
can serve as a platform for regional growth
(1) Colombia’s Asociación Colombiana del Petróleo (“ACP”).
(2) Wood Mackenzie.
(3) Ownerships: Equion is owned by Ecopetrol (51.0%) and Repsol (49.0%), Mansarovar is owned by Sinopec (50.0%) and ONGC (50.0%), Hocol is owned by Ecopetrol (100%), CEPSA is owned by IPIC (100%),
Perenco is owned by the Perrodo family, Petrosantander is owned by Metalmark Capital, Pluspetrol is owned by the Poli and Rey families and Nexen is owned by CNOOC (100%).
(4) Ecopetrol. 19Brazilian Market Highlights and Actionable Opportunities
Significant resources in a sector open to private investment
Highlights Acquisition of an existing operating company(3)
1
2015 average net production (Mboe/d)
Government taking steps to improve the attractiveness of 43
* Denotes public companies
Brazil’s oil and gas sector 38
Recent change to the pre-salt law, where Petrobras is no longer
obliged to have a minimum 30% stake and be the operator.
19 19
New local content adjustment is a positive structural change that 16
13
significantly improves Brazil's oil and gas sector competitiveness.
4 3 3
Implemented new fuels pricing formula linked to changes in 1 1 – – –
international prices and the Real’s appreciation/depreciation
Petrobras already directly negotiating farm-outs with IOCs
* * * * * * *
New “REATE” program reduces royalties for onshore developments to
incentivize onshore production targeting 500,000 Boe/d in 2030
(doubling current onshore production)(1) 2 ANP licensing rounds
Three rounds expected for 2017:
Material untapped 3P reserves(2) − Marginal fields round
(Bnboe)
24.5 − Round for unlicensed areas containing extensions of discoveries in
existing blocks
− Exploration licensing round
4.9
Oil Gas 3 Petrobras divestment plan
As part of its 2017-2021 Business Plan, Petrobras is offering a variety of
areas as part of a US$19.5bn divestment program for the 2017-18 period(4)
Petrobras’ divestment plan is key to mobilizing the industry The upstream program includes mature onshore and shallow water fields,
Divestment plan expected to facilitate access to production fields greenfield development projects and non-core producing assets
(1) Government of Brazil (http://www.brasil.gov.br/infraestrutura/2017/01/programa-de-incentivo-a-exploracao-e-producao-de-petroleo-e-gas-em-terra-e-lancado-nesta-sexta-27).
(2) Brazil’s Agência Nacional do Petróleo, Gás Natural e Biocombustíveis (“ANP”).
(3) Wood Mackenzie.
(4) Petrobras’ “Strategic Plan and Business and Management Plan 2017-2021”.
20A Listed Acquisition Company is Well-suited to
Execute Vista’s Business Plan
Publicly listed acquisition company
Operating business / asset
(shell company with cash in trust)
Strong management team and sponsor with a successful IPO candidate ‘in its own right,’ seeking a fast-track IPO
track record, proprietary sourcing network, credible investment and upside potential through partnership with the listed
thesis and operating expertise acquisition company
Entity merges into listed acquisition company creating a publicly listed operating company / asset
Advantages for investors Advantages for sellers
Downside protection through reimbursement rights through funds Opportunity to participate in Vista’s long-term vision via an
held in escrow account equity position in combined entity
Public market liquidity with features similar to a private Accelerated IPO execution with less disruption to
equity investment ongoing operations
Required liquidation of escrow account if no acquisition completed Access to public markets for currency and growth
within required time period
Reputational benefit through partnership with a premier sponsor /
Alignment with management objectives through common management team
equity-based sponsor investment structure
Flexibility in designing post-transaction structure
No management fees associated with investment
Advantages for Vista’s business plan execution
Ability to deliver immediate liquidity to sellers while offering an opportunity to participate in a longer-term vehicle via a potentially liquid security
Cash in escrow provides the ability to act quickly and invest opportunistically, even in shallow domestic capital markets
Inherent structural flexibility is well-suited for building a platform for future acquisitions
Attractive solution for sellers and investors increases appeal by providing a natural exit strategy
21Silver Run—Centennial
One of the best performing US listed acquisition companies in history(1)
Transaction summary Investment highlights
One of the first energy dedicated listed acquisition companies pairing
1 Filed US$450mm Silver Run IPO on January 27, 2016 a world class operational focused CEO with a top tier industry
focused sponsor
Launched the Silver Run IPO in February 2016 despite oil
2 Experienced team with a strong record of value creation led by Mark
trading below US$27 per barrel
Papa, prior CEO of EOG from 1999 – 2013
Premier sponsor with a leading track record in the energy sector
3 Successfully upsized to US$500mm
Opportune time to take advantage of current dislocation in the
Only 5 months later, Silver Run announced the acquisition of energy markets
4
Centennial for US$1.7bn Extensive deal sourcing network with global reach
through Riverstone
5 Today, Centennial has a market cap of US$3.6bn
Ability to act quickly on high quality, under-capitalized energy assets
SRAQ/CDEV performance since IPO
150% Silver Run Closes
Centennial Closes
Centennial Acquisition
125% (Oct 11)
Silverback Acquisition Silver Run to current Centennial
Silver Run Announces (Dec 29) +58% since IPO market capitalization(2)
100%
Centennial Acquisition
75% (July 22)
Silver Run Completes
50%
$500 million IPO
25% (February 23) Centennial Announces
$500mm
0% Silverback Acquisition listed $3.6bn Centennial
(Nov 28) acquisition
(25%) Silver Run Files $450 million IPO company
(January 27)
(50%)
Mar-16
Oct-16
Jun-16
Jul-16
Mar-17
Jun-17
Aug-16
Sep-16
Dec-16
Jan-16
Jan-17
Apr-16
May-16
Nov-16
Apr-17
May-17
Feb-16
Feb-17
Source: FactSet, Bloomberg. Market data as of 6/30/2017.
(1) Includes listed acquisition companies >$200m.
(2) Includes two non-dilutive PIPE transactions; 226.4 million shares outstanding as of 6/30/2017
22Investment Highlights
Strong combination of capabilities and market opportunity to create value for investor
Distinct window of opportunity to acquire world-class
1 assets in a resource rich, historically under-invested region,
now increasingly open to investors
Attractive actionable opportunity set known by
2
management through its operating experience in the region
Highly experienced management team with strong track
3
record of operation and value-creation working together
Premier financial sponsor with extensive and specialized
track record in the energy sector, leading experience in
4
listed acquisition companies and significant presence in
the region
A listed acquisition company is a well-suited
5 vehicle to create a leading publicly-traded LatAm
oil and gas company
23Appendix
Illustrative SPAC Structure Diagram
Sponsor Promote and
Independent Director Shares
(20% of Shares Outstanding) Sponsor and SPAC
Investors
Management Team
Unit (1 Common Share
+ 1 Warrant) Warrants
USD Price (or Cash to fund
Equivalent in Offering
MXN) Expenses and
SPAC Working Capital
Escrow Account Operating Account
Funds in USD Working Capital
SPAC raises capital by selling Units (1 Common Share + 1 Warrant) to local and international investors.
Capital raised is held in a USD-denominated escrow account and invested in short-term government securities.
The SPAC has 24 months to complete a business combination (unless the SPAC stockholders elect to extend the time frame), but if one
does not occur, then the SPAC will liquidate and return each shareholder their pro rata amount in the escrow account net of certain
expenses.
Upon announcement of a business combination, shareholders will have time to evaluate the transaction. After evaluating, investors may
sell in the open market, buy more shares in the open market, or receive reimbursement for their shares at the closing of the business
combination for their pro rata amount in the escrow account.
25SPAC Business Combination Process
A publicly listed SPAC is an acquisition vehicle whereby a sponsor team raises a blind pool of cash in an IPO to acquire a private operating business or
asset, or, in certain instances, a public company seeking to de‐lever, through a reverse merger
Once the blind pool is raised in the initial IPO, the sponsor team has 24 months to identify an acquisition target that must be approved by a majority of
SPAC shareholders (unless the SPAC stockholders elect to extend the time frame), at which point the SPAC merges with the target in a reverse merger
and the acquisition target (if not already a public company) becomes a public operating company
1 IPO 4 Typical Shareholder Vote Process
100% of IPO gross proceeds held in escrow
account until acquisition completed
5 Acquisition NOT approved 5 Acquisition IS approved
Cash‐in‐escrow invested in short‐term
government securities such as US Treasuries Proposed transaction rejected if we do not Simple majority of public investors in
receive approval from a simple majority of the listed SPAC vote “yes”
SPAC public investors
2 Acquisition announced SPAC may look for
another target, time
Management puts out an announcement of permitting,
proposed acquisition otherwise it faces
liquidation
Company and seller prepare proxy materials
for shareholder and regulatory approval
6 Escrow liquidation 6 Acquisition completed
3 Deal roadshow Escrow liquidated and all funds returned Target business or asset becomes a
to public shareholders pro rata public operating company
Management team and the seller meet
investors to discuss investment case Sponsor does not have right to liquidation No shareholder is forced to be
proceeds over funds held in the escrow dragged along and each shareholder
Deal is marketed to current shareholders, account has the right to have their shares
new investors and sector specialists reimbursed and canceled for a pro rata
portion of cash‐in‐escrow
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