We advised Vista Energy in the acquisition of Petronas Argentina

Bruchou & Funes de Rioja and Clifford Chance LLP acted as legal counsel to Vista Energy Argentina S.A.U, a subsidiary of Vista Energy, S.A.B. de C.V. (“Vista”), in its acquisition of 100% of the capital stock and voting rights of Petronas E&P Argentina S.A. from Petronas Carigali Canada B.V. and Petronas Carigali International E&P B.V. (“Petronas”).

This transaction represents a strategic milestone for Vista in its expansion within the Vaca Muerta play, one of the most promising unconventional oil and gas resources in the world. Through this acquisition, Vista consolidates a 50% working interest in the La Amarga Chica unconventional concession (which is operated by YPF S.A.), the second largest producing field in the black oil window of Vaca Muerta and secures substantial oil midstream capacity in key infrastructure projects, mostly for export markets.

The transaction involved a complex structure as it included, amongst others, a combination of different forms and methods of payment — including closing payments, deferred payments, and the issuance of ADSs — and the need for acquisition financing through a medium-term credit facility. The deal also required a sophisticated multi-jurisdictional legal strategy and close coordination with legal teams from Mexico, New York, and the United Kingdom, addressing regulatory, corporate, financing, and tax matters across these jurisdictions.

Bruchou & Funes de Rioja’s team, led by partner Nicolás Dulce and senior associate Agustina Rocca advised Vista on all aspects of this landmark transaction, with the support of associates María Bourdieu, Josefina De La Torre, Santiago Cleti and Sofía Guevara Lynch. The team also included partner José Bazán and senior associate Ramón Augusto Poliche who advised on acquisition finance (Banking and Capital Markets), partner Florencia Angélico and associate Ezequiel Castello (Corporate Governance) and partner Pablo Muir (Tax). Clifford Chance LLP’s (London) team was led by partner Steven Fox and associates Olivia Higgs and Tom Masters, and its New York team was led by partners David Brinton and Carla Ruggero, highlighting both firms’ strength in high-profile, complex and cross-border M&A transactions in the oil and gas industry.

Additionally, Vista was advised by Creel, García-Cuéllar, Aiza y Enríquez (Mexico), led by Partner Carlos Zamarrón, Counsel Crisanto Sánchez Carrillo and associates Alejandro González Cruz and Juan Carlos Hernández Peláez; and Cleary Gottlieb Steen & Hamilton LLP (NY), led by partner Manuel Silva together with associates Rodrigo López Lapeña y Lara Gomez Tomei. Vista In-House team: led by Pablo De Michelis and Nicolas Marino, from the BD team, and Rosario Maffrand in-house lawyer.

Mayer Brown LLP advised Petronas with a team led by partner Pablo Ferrante together with partner Bob Palmer and senior associates Federica Castro and Lucía Londoño. Petronas was also advised locally by Marval O’Farrell & Mairal with a team including partners Francisco Macías, María Laura Bolatti Cristofaro, Soledad Riera, Bárbara Ramperti, Francisco Abeal, Luciana Virgile and associates Maria Virginia Canzonieri, Gabriel Fortuna,María Victoria Gonzalez and Gabriela Vidart Egaña.

With this acquisition Vista has become the largest independent oil producer of Argentina with an accumulated investment of more than $6,000 million since 2018.