We advised Vista Energy on its US$500 million international notes issuance
On April 8, 2026, Vista Energy Argentina S.A.U. (“Vista”) successfully issued its Class XXXI simple non-convertible notes, denominated, subscribed, and payable in U.S. dollars abroad. The Class XXXI Notes were issued for a nominal value of US$500,000,000 (five hundred million U.S. dollars) under the global program for the issuance of short-, medium-, or long-term simple non-convertible notes for a maximum aggregate amount of up to US$4,000,000,000 (four billion U.S. dollars) (or its equivalent in other currencies or value or measurement units).
The Class XXXI Notes, maturing on April 8, 2038 (the “Maturity Date”), will accrue interest at an annual fixed nominal rate of 7.875%. Interest payments will be made semiannually, beginning on October 8, 2026, through the Maturity Date.
The principal of the Class XXXI Notes will be amortized in three (3) annual and consecutive installments: (i) the first on April 8, 2036, representing 33% of the principal; (ii) the second on April 8, 2037, representing 33% of the principal; and (iii) the third on April 8, 2038, representing 34% of the principal.
The transaction was carried out in accordance with Rule 144A and Regulation S under the U.S. Securities Act.
The Class XXXI Notes have been admitted for listing on Bolsas y Mercados Argentinos S.A. and authorized for trading on A3 Mercados S.A.
Santander US Capital Markets LLC, Citigroup Global Markets Inc., and Itau BBA USA Securities Inc. acted as international initial purchasers (the “Initial Purchasers”), while Banco de Galicia y Buenos Aires S.A., Banco Santander Argentina S.A., Macro Securities S.A.U., Balanz Capital Valores S.A.U., Latin Securities S.A. and Banco CMF S.A. acted as local placement agents for the Class XXXI Notes (the “Local Placement Agents”). The Bank of New York Mellon acted as Trustee, Registrar, Paying Agent, and Transfer Agent under the Indenture entered into with Vista and Banco Santander Argentina S.A., the latter acting as the Trustee’s Representative in Argentina, Registrar and Transfer Agent in Argentina, and Paying Agent in Argentina.
The proceeds of the Class XXXI Notes will be used by Vista Argentina to pay a portion of the purchase price to Equinor Argentina A.S. and Equinor Argentina B.V., Argentine Branch, for (i) 100% of the share capital of Equinor Argentina S.A.U., holder of a 30% participating interest in the Bandurria Sur block; and (ii) a 50% participating interest in the Bajo del Toro block, held by Equinor Argentina B.V., Argentine Branch.
Legal Advisors to Vista
Bruchou & Funes de Rioja: acted as Vista’s local advisor, with the team led by partner José María Bazán and associates Ramón Augusto Poliche, Lucía de Luca, Francisco Mendióroz and Mariana Carbajo.
Cleary Gottlieb Steen & Hamilton LLP: served as Vista’s legal advisor in New York, with the team led by partner Manuel Silva, and associates Rodrigo Lopez Lapeña and Lucas Davidenco, and international lawyer Marina Rotman.
Legal Advisors to the Dealer Managers and the Local Placement Agents
Salaverri, Burgio & Wetzler Malbrán: acted as local counsel to the Initial Purchasers and Local Placement Agents, with the team led by partners Roberto Lizondo and Josefina Ryberg, and associates Santiago Linares Luque, Carolina Naguelquin and María Agustina Nallim.
Linklaters LLP: served as legal counsel to the International Placement Agents in New York, with the team led by partners Matthew Poulter and Emilio Minvielle, and US associate Thomas Tiphaine-Koffman and foreign attorney Francisco Algorta.
