Repsol-YPF CEO Antonio Brufau and Enrique Eskenazi, Chairman of the Petersen Group, signed Wednesday a binding memorandum of agreement for the acquisition by the Argentine business group of 14.9% of YPF capital stock, according to a release from Repsol.
The agreement contemplates that the Petersen Group will be able to increase its interest to up to 25% through a purchase option for an additional 10.1%. This transaction, the purchase price of which values YPF at 15 billion US dollars, will play a key role in the development of Repsol YPF Strategic Plan and will significantly contribute to a greater diversification of the Repsol Group's assets and drive its organic growth. The two-part structure of the agreement is designed to facilitate the transaction, and allows the Petersen Group to take an immediate equity interest in YPF. The sale price of 14.9% of YPF amounts to 2.235 billion US dollars. Within a maximum of four years after the purchase, the Petersen Group may exercise, under equivalent financial conditions, an option to purchase an additional 10.1% of YPF capital stock. The transaction's design is in line with market parameters and, to carry it out, the Petersen Group has relied on the financial backing of international banks such as Credit Suisse, BNP Paribas, Goldman Sachs and Banco Itaú. Additionally, as is customary in transactions of this nature, Repsol YPF will provide a vendor loan, in the amount of 1.015 billion US dollars. The development of the transaction, which is strategic for both partners, envisions that Repsol YPF make a public stock offering of approximately 20% of YPF capital stock once the purchase of the 14.9% is complete. The purpose of the public offering is to provide access to minority shareholders, including YPF and Repsol YPF Group employees. The transaction agreed by the Petersen Group and Repsol YPF will comply with all disclosure and regulatory requirements of the Securities and Exchange Commission (SEC), the Argentine Stock Exchange (CNV), and the Spanish Stock Exchange (CNMV). After the agreement, YPF will have a new management structure led by the Chairman and CEO of Repsol YPF, Antonio Brufau. Enrique Eskenazi, in his individual capacity, will be a Vice Chairman of YPF. Sebastian Eskenazi will be the Chief Executive Officer and Antonio Gomis the Chief Operating Officer of YPF. The composition of YPF's Board of Directors will reflect the new shareholder structure. In connection with the agreement signed UBS, Latham & Watkins and Pérez Alati acted as advisers to Repsol YPF, and Credit Suisse, Garrigues, Cleary Gottlieb Steen & Hamilton and Brons & Salas acted as advisers to the Petersen Group. Repsol which is Spain's biggest oil firm will retain 55% of YPF said that the operation will help "rebalance its activities in Latin America, without losing its presence or commitment in the region". Repsol said in June it was studying the possibility of selling up to 45% of YPF. It bought the company in 1999 for 15 billion US dollars in what was the biggest sale of the privatization programme of former Argentine president Carlos Menem. The Petersen Group is led by Argentine entrepreneurs Enrique Eskenazi, Hugo Sigman and Eduardo Eurnekián.