Investor Presentation - Vista Oil & Gas

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Investor Presentation - Vista Oil & Gas
Investor Presentation
July 2017 | Confidential
Investor Presentation - Vista Oil & Gas
Disclaimer
Confidentiality and Disclosures
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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
Investor Presentation - Vista Oil & Gas
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
Investor Presentation - Vista Oil & Gas
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
Investor Presentation - Vista Oil & Gas
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
Investor Presentation - Vista Oil & Gas
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.

                                                                                                                                                                                       5
Investment 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

                                                                                                           6
Management 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.

                                                                                                                                                                                     7
Management 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

                                                                                                                                                           8
Miguel 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

                                                                                                                                                    9
Sponsor: 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.

                                                                                                                                                                                                                                     10
Early 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

                                                                                                                                                     11
Board 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

                                                                                                                                                                                                              12
Mexico’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.                                                                                                                                                 13
Mexico 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.
                                                                                                                                                                                                                      14
Mexico 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.

                                                                                                                                                                        16
Vaca 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.
                                                                                                                                                                                                                                                                           17
Vaca 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.                                     18
Colombian 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.                                                                                                                                                                                                     19
Brazilian 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”.
                                                                                                                                                                                                                                  20
A 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

                                                                                                                                                                21
Silver 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

                                                                                                                                                                                                                                     22
Investment 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

                                                                                         23
Appendix
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.

                                                                                                                                       25
SPAC 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

                                                                                                                                                                    26
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