We advised Vista Energy on the international issuance of Notes for US$400,000,000
On October 9, 2026, Vista Energy Argentina S.A.U. (“Vista”) successfully issued its Class XXXI Additional Notes, which are simple, non-convertible notes, denominated, subscribed, and payable in U.S. dollars abroad (the “Additional Notes”). The Additional Notes were issued for a nominal value of US$400,000,000 (four 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 Additional Notes are additional notes and will constitute part of the same series as, and vote together as a single class with, the US$500,000,000 aggregate principal amount of Class XXXI notes originally offered pursuant to the prospectus supplement and subscription notice, each dated March 30, 2026, and issued by Vista on April 8, 2026 (the “Existing Notes” and, together with the Additional Class XXXI Notes, the “Class XXXI Notes”).
The Additional 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 April 8, 2027, 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 Additional Notes have been admitted for listing on Bolsas y Mercados Argentinos S.A. and authorized for trading on the A3 Mercados S.A.
Santander US Capital Markets LLC, Citigroup Global Markets Inc., and Itaú 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., Banco CMF S.A., Industrial and Commercial Bank of China (Argentina) S.A.U. and Banco Mariva S.A. acted as local placement agents for the Class XXXI Additional Notes (the “Local Placement Agents”). The Bank of New York Mellon acted as Trustee, Registrar, Paying Agent and Transfer Agent under the indenture dated April 8, 2026, entered into in connection with the Existing Notes by Vista, and Banco Santander Argentina S.A., the latter acting as the Trustee’s Representative in Argentina, Argentine Registrar and Transfer Agent, and Argentine Paying Agent.
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 Lucía De Luca, Mariana Carbajo, and Francisco Mendióroz.
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 Lara Gomez Tomei.
Vista In-house Counsel
Vista was advised by its in-house counsel, Pablo Richards and Rosario Maffrand.
Legal Advisors to the Initial Purchasers 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 Carolina Naguelquin, María Agustina Nallim and Mateo Alesina.
Linklaters LLP: served as legal counsel to the Initial Purchasers in New York, with the team led by partners Matthew Poulter and Emilio Minvielle, and associates Madeleine Blehaut Thomas and Tiphaine-Koffman.
