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Investor PresentationJuly 2017 | Confidential
1
Confidentiality and Disclosures
This presentation is strictly confidential, has not been independently verified and is being furnished to you solely for your information. It may not be reproduced or redistributed to any other person, and it may not be
published, in whole or in part, for any purpose. By receiving this presentation, you become bound by the confidentiality obligation referred to above. Failure to comply with such confidentiality obligation may result in
civil, administrative or criminal liability. The distribution of this presentation in other jurisdictions may also be restricted by law, and persons into whose possession this presentation comes should inform themselves
about and observe any such restrictions.
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 thenreceive 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.
Disclaimer
Vista Investment PlatformA vehicle custom-built to seize LatAm E&P opportunities
2
Vista – LatAm focused listed acquisition companyA 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
■ Leading global energy-focused private equity firm with one of the largest portfolio footprints in the world
− More than US$35,000mm of committed capital to more than 130 transactions
■ Extensive investment and operating expertise in energy developed over multiple commodity price cycles
■ More than 17-year track record of optimizing high-quality businesses and leading management teams
■ One of the most active energy funds in Mexico since the Energy Reform
− Six operating companies in the portfolio
− CKD issuance of Ps$12,500mm to invest in conventional energy
■ One of the most experienced energy funds in US listed acquisition companies (“SPAC”)
− 2 issuances for a total of US$1,500mm
Riverstone
■ Tripled YPF S.A.’s (“YPF”) market cap under his leadership, reaching US$15,000mm(1)
■ YPF raised over US$8bn from international and local capital markets under his leadership, with 30 new issuances below Argentina’s sovereign yield
■ Executed over 20 M&A transactions at YPF with industry leaders such as Apache, Chevron, Petronas, and Dow, for total deal value over US$4,000mm
■ Led the creation of Schlumberger Production Management (“SPM”), which is currently an important growth segment for Schlumberger Limited (“SLB”) globally, having reached production of 235 Mboe/d
■ Brings along seasoned management team, with proven track record working together
Miguel Galuccio
(1) Bloomberg; reached on 7/30/2014
Growth focus
Assets where management has actual operating knowledge / operational experience
Geographically diversified portfolio
Acquisition strategy
Flexible structure, with a
preference for a stock or
asset purchase
Full or partial ownership
with control (preference for a
operating role)
Target companies/assets that
Are fundamentally sound but
underperforming their
potential
Are at an inflection point,
requiring management
expertise and/or capital
Can leverage extensive
network and insight of
sponsor group
Establish a leading publically
traded oil and gas company
that becomes the local partner
of choice in the region
Vision
(Mboe/d)(1)
(2)
Operational approach
People and community
Identified leading local basin specialists
Experienced in complex stakeholder management
Asset management
Fit-for-purpose, field-specific, very lean operational model
Dynamic portfolio management and agile decision making
Technology
Partnership with service providers to expedite access to state-of-the-art-technology
3
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.
Creation of a Leading LatAm Oil and Gas CompanyNext generation independent oil and gas company
Broad scope for initial acquisition to maximize risk-adjusted upside and build platform for future growth
22
26
30
70
75
579
723
2,868
2,870
Government opening up oil and gas sector
Massive underdeveloped resource base
Pressing need for foreign investment and new players
Opportunity drivers
Vista’s Management Team differentiation
Extensive network and credibility across key industry players to facilitate proprietary deal access
Capital availability and quick decision making to increase appeal to sellers
Proven track record in successfully executing complex transactions across the region
Deep operating experience in key assets and access to leading basin-specific human talent to significantly reduce execution risk
Strategic relationships with service providers to leverage operational footprint and accelerate time to market
Reputation and expertise to attract international partners as “local partner of choice” in the region
Hands-on experience dealing with complex stakeholder management
Market recognition from priorexperience in managing a high profilepublicly-traded company
Macroeconomic normalization with a need to substitute
expensive energy imports
Emergence of Vaca Muerta as world-class shale play with large
capital requirements
Existing players looking for partnerships to attract growth capital
and technical best practices
Stable regulatory framework and relatively
investor-friendly environment
Undercapitalized companies with high quality assets can serve
as regional growth platform
Fragmented market with potential for roll up play to gain scale
4
LatAm Investment OpportunityKey drivers and differentiation factors
Government reforming regulatory framework to attract
investments independently from Petrobras
Brazil’s Agencia Nacional do Petroleo (“ANP”) launching new
bidding rounds and Petrobras pushing divestment program
Undercapitalized small-caps in need for capital to grow
Mexic
oA
rgen
tin
aC
olo
mb
iaB
razil
Market structures expected to change radically over next decade with less dependence of national oil companies (“NOCs”) and emergence of new players
13.0 10.8
2.4 2.3
2.9
2.2
2.20.9
15.9
13.0
4.6 3.2
Oil Natural gas
(Bnboe)
4,711 3,550
1,664 1,297
647 1,207
1,910 2,941
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Mexico Argentina Colombia Brazil
(Mboe/d)
(1) BP Statistical Review of World Energy June 2016.
5
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
Capital, technology and talent are the key to unlocking the region’s vast resource base
Governments are increasingly embracing economic and sector-policy reforms to strengthen fiscal revenues and incentivize foreign investments
Strong need to boost domestic gas production to balance energy matrix and replace expensive imports across key countries
Positive shift in fundamentals
LatAm Oil and Gas – Why Now?Distinct window of opportunity for acquisitions
Regional dynamics, Vista’s expertise and listed acquisition company model support the investment thesis
Valuable assets available as price cycle is pushing companies to optimize and sell non-core assets
Competition for assets still low compared to other geographies
Domestic gas prices will be supported by the high price of imported natural gas
Proved crude oil and natural gas reserves(1)Oil and natural gas production(1)
Significant resources available for investors
6
Investment HighlightsStrong 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 under-invested region, now increasingly open to investors
Attractive actionable opportunity set known by management through its operating experience in the region
Highly experienced management team with strong track record of operation and value-creation working together
Premier financial sponsor with extensive and specialized track record in the energy 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 LatAm oil and gas company
1
2
3
4
5
Miguel Galuccio
Chairman and CEO
25 years of energy experience across five continents (integrated oil and gas and oilfield services)
Former Chairman and CEO of YPF and President of Schlumberger SPM/IPM(1)
Previously Schlumberger Geomarket Manager for Mexico and Central America
Prior experience with YPF International and Maxus Energy in Argentina and Southeast Asia
Petroleum Engineering degree from Instituto Tecnológico de Buenos Aires
Pablo Vera Pinto
Chief Financial Officer
More than 15 years of international business development, consulting and investment banking
experience
Previously Business Development Director at YPF in Argentina
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
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
Juan Garoby
Chief Operating Officer
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
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
Africa)
Petroleum Engineering degree from Instituto Tecnológico de Buenos Aires
Alejandro Cherñacov
Investor Relations
Officer
More than 10 years of LatAm E&P strategy, portfolio management and investor relations experience
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
Masters in Finance from Universidad Di Tella, Strategic Decision and Risk Management professional
certificate from Stanford University; Economics degree from Universidad de Buenos Aires
Management TeamSolid track record working together
7
(1) Schlumberger Production Management and Schlumberger Integrated Project Management, business segments of Schlumberger Ltd.
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
Laid foundations for economic development of Vaca Muerta:
– 500 wells drilled (90% of Vaca Muerta activity)
– 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
Grew production by more than 100 Mboe/d to reach more than 580 Mboe/d
Achieved 45% EBITDA growth to reach more than US$5bn
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
Strategic leadership with visible
impact
Strong financial and operational
performance
Ability to attract talent and source
transactions
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)
Raised more than US$8bn from international and local capital markets with over 30 new issuances between 2012 and 2016 (with
yields below Argentina’s sovereign benchmark); representing 90%+ of all Argentine international issuances
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
Successful BD, M&A and
capital markets effort
Led complex integrated oil and gas organization with more than 20,000 direct employees
Promoted and recruited best-in-class managers for key positions; implemented world-class talent management initiatives
Mr. Galuccio voted Best CEO of Argentina (PwC survey 2014) and LatAm CEO of the Year (BRAVO Latin Trade business
awards 2014)
8
Management Team’s Track Record at YPFMr. Galuccio led remarkable turnaround in a complex scenario
Decades of oil and gas experience in leadership roles consistently delivering remarkable results
Miguel Galuccio’s Track Record at SchlumbergerLed 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
Under his leadership, the company conceptualized and implemented novel strategic initiatives with lasting impact
– 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
– Burgos, Chicontepec, Alianza and Mesozoico projects with PEMEX (more than 2,000 wells drilled over 8 years)
– Casabe project with Ecopetrol; tripled production in 5 years
– 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
Strategic thought leader
Execution focused and
results driven
Managed fast-growing global organization with more than 6,300 employees in 55 projects across six regions
– Pushed out-of-the-box solutions with strong bottom-line impact by motivating teams and engraining a can-do attitude
in the company’s engineers and geoscientists
Developed vast global network across oil and gas industry
– Strong relationships with CEOs of majors, independents and NOCs
Ability to attract talent and generate
network
9
En
erg
y
Se
rvic
es
Mid
str
ea
m
g
E&
P
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
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
Active presence in all the major US basins including the “Big Five” onshore shale or tight oil / gas regions: the Northeast (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
Built, expanded and operated a network of approximately 100,000 miles of pipeline systems
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
21 services and manufacturing platforms employing over 20,000 people servicing global client base
Focused on mitigating cycle effects: developed unique manufacturing services companies whose target market is most closely aligned with production versus exploration
61 InvestmentsUS$18,200mm
23 InvestmentsUS$6,300mm
21 InvestmentsUS$4,100mm
Investments(2)Sector Description
10
Sponsor: Riverstone HoldingsOne of the largest global energy-focused private equity firms
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.
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 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
Raised one of the first Mexican energy-focused private equity funds with Ps$12,500mm commitments from Mexico’s pension funds
Portfolio companySector
Lo
ca
l F
un
dra
isin
g
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 sectors
Sierra is jointly developing an US$800mm refined products import integrated project alongside 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 power developers in Mexico, to build a portfolio of at least 1GW of renewable projects over five years
Ren
ew
ab
le
en
erg
yM
ids
trea
m
g
E&
P
Description of main activities
Early Participation Across Mexico’s Energy SectorRiverstone has been highly involved in the country’s emerging energy opportunities
11
Riverstone CKD ‘15
Board of Directors comprised by World Class ProfessionalsStrong corporate governance, with majority independent composition
Kenneth Ryan
Member of the Board by
Riverstone
12
Partner at Riverstone based in the New York office and responsible for business development within the firm
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
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
Trailstone
Mr. Ryan graduated from the University of Dublin Law School, Trinity College
Susan L. Segal
Independent member of the
Board
Anthony Lim
Independent member of the
Board
Mark Bly
Independent member of the
Board
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
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
investments in the region
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
Scotiabank USA
Ms. Segal graduated from Sarah Lawrence University and received an MBA from Columbia University in the United States
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
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
Advisory Board of the Woodrow Wilson Center
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
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
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
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
represented the founding of the new organization and global drilling practices program within BP
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
Miguel Galuccio
Chairman of the Board
Please refer to page 7 for Mr. Galuccio’s biographical information.
Mauricio Doehner Cobián
Independent member of the
Board
Mr. Doehner has been Executive Vice President of Corporate Affairs and Enterprise Risk Management at Cemex since May 2014
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
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
budget
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
FULD Academy of Competitive Intelligence in Boston, Massachusetts
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 yExtracción 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
Proved reserves in these basins are
similar to Chevron’s proved reserves globally(2)
Mexico’s Large Resource Base Now Open to InvestorsRegulatory changes are increasingly unlocking the oil and gas sector to private investment
Pemex with a need for
investment and
access to technology
and know-how
Substantial
underinvested
resource base due
to few players in
the sector
Historic constitutional energy reform enacted
in 2014 opened up the sector to private
investment for the first time in 78 years
Reform seeks to maximize oil and gas
production growth and fiscal revenues to
bolster government budget
Additionally, the reform aims to transform
Pemex into a more efficient state-owned
productive enterprise
Need to speed up implementation is becoming
evident
Eagle Ford shale formation.
Multiple E&P plays across basins(1) Material untapped reserves with significant upside(1)
Energy sector reform is a government priority
Geologic
basin
Cumulative
production 1P 3P
Prospective
resources
Southeast 46.3 8.9 18.1 14.5
Tampico Misantla 7.2 0.9 6.7 37.3
Burgos 2.3 0.2 0.6 14.0
Veracruz 0.8 0.2 0.2 2.0
Sabinas 0.1 – 0.1 14.3
Others (3) – – – 3.0
Deepw ater – 0.1 0.5 27.8
Total Mexico 56.8 10.2 26.1 112.8
Total Pemex 56.8 9.6 22.2 25.9
Rest of
opportunities– 0.6 3.9 86.9
Reserves(Bnboe)
Production and development Exploration
Trion farm-out deal
BHP Billiton / PEMEX: 60% / 40%
3P reserves: 485 MMboe
December 2016
Farm-out Ayín-Batsil
3P reserves: 297MMboe
October 2017
Round 2.1 10 out of 15 shallow water
blocks awarded
June 2017
Round zero
Pemex direct allocation
2014
Round one
39 blocks awardedStart of Pemex contract migration
2 blocks consisting of
22 contracts
2015
Farm-outs Ogarrio and Cárdenas-Mora
3P reserves: 148MMboe
October 2017
0%
10%
20%
30%
40%
50%
60%
70%
Current MX Onshore Aggressiveperformance
Best in class Aggressiveperformance + EOR
Best in class +advanced EOR
Optimized Primary recovery Secondary recovery Tertiary recovery
Large oil volumes still to be recovered through secondary and tertiary recovery across basins
Typical oilfield life cycle(1)
14
Management experience in oilfield rejuvenation is particularly applicable to Mexico onshore opportunities
10 years5 years Time
Daily production
PlateauPeak
Decline
A typical field life cycle has three phases: production growth, plateau and production decline
Optimizing the decline phase requires an in depth understanding of the different recovery mechanisms involved
A. Production Optimization
B. Secondary Recovery
C. Enhanced Oil or Tertiary Recovery (EOR)
There is significant potential for reserves increase through improvement in recovery factors
A 1 percentage point increase in recovery factor is a volume of ~1.6 Bnbbl(equivalent to more than 2 years of total oil production of Mexico)
Recovery
facto
rs
(1) Diagram is provided for illustrative purposes only.(2) Calculations based on data from Comisión Nacional de Hidrocarburos (Volumen original, reservas y produccion 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.
(2)
(3) (3)(3)
A
B
CA
B
C
Mexico Onshore Oilfields OpportunitySignificant potential to increase recovery factors
Wo
rldw
ide
ind
icativ
e re
fere
nc
e
Critical element in Pemex growth strategy to attract investment and expertise, positions Vista as a strong potential partner
Farm-outs: material opportunities to partner with Pemex(1)
Project Areakm2
Gas production (MMcf/d) (2)
15
Ayatsil-Tekel-Utsil 142 0 403 8.3 5750 855 1ShallowWater
Heavy oil
461 557 600 1.9 71691 728 100Samaria, Ogarrio, Cárdenas-Mora,
Rodador
Mature Onshore
Reserves 2015 MMboe
Cumulative production
MMboe 1P 2P 3P
CapexUS$bn
Oil production(Mbbl/d)(2)
Tierra Blanca, San Andres
Amatitlán
Miahuapan
Pitepec
Humapa
Soledad
Cuervito, Fronterizo
Pirineo
Monclova
Carrizo
Migration from service to E&P contracts(3)
2n
dm
igra
tio
n b
loc
k
Bolontikú-SinánEk-Balam
ShallowWater
217 631 338 4.5 75770 842 100
Upcoming CNH bidding rounds(4)
39 blocks awarded
31 blocks awardedR
ou
nd
1 a
nd
2
89 0 0 6.1 0Kunah - Piklis 296 410 0Deep Water
Gas
131 0 0 19.3 00 1,007 0Maximino
Trión-Exploratus
Deep Water
Oil
(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.(7) SENER convocatoria November 2016.(8) CNH and SENER.
1
2
Mexico Presents Several Actionable OpportunitiesMultiple paths to take advantage of the recent opening of the sector
1 2
1s
tm
igra
tio
n b
loc
k
Mision
Santuario, Magallanes and Arenque
Panuco
Ebano and Miquetla
Altamira
Olmos
Nejo
Different risk-return profile and higher capital requirements should open up opportunities for acquisitions
Significant growth potential from future bidding rounds
1,096 0 46 NA 0Ayin-Batsil(8) 123 297 0Shallow
Water
69 onshore and shallow water blocks, with over 12,276 MMboe of prospective resources
55 onshore blocks, with over 7,620 MMboe of prospective resources
Ro
un
d 3
an
d 4
3
4
3
Bidding rounds awarded blocks4
Argentina’s Vaca Muerta Shale Formation A significant investment opportunity comparable in scale and quality to US shale basins
16
(1) Wood Mackenzie.(2) Wood Mackenzie.(3) Technically recoverable resources, EIA shale report.
2014 Amended Hydrocarbon’s Law provides competitive shale specific fiscal terms (35 year concession term with 12% flat royalties)
Vaca Muerta characteristics(2)
Vaca Muerta Eagle FordWolfcamp(Permian)
Vaca Muerta formation(1)
WetGas
Neuquén
1,115
802
665 573
China Argentina USA Canada
75
58
32 27
Rusia USA China Argentina
#4 in shale oil #2 in shale gas
Argentina is ranked globally in shale potential(3)
(Bnbbl) (Tcf)
4.55.52.55
4117230 - 450
0,960,480,82
~13,390,000~8,617,000~9,724,000
Avg. total organic content (%)
Avg. Net Thickness (meters)
Avg. Pressure Gradient (psi/ft)
Gross Area* (acres)
2016 production (Mboe/d) 1,6241,13052
* Gross Area may include non prospective acreage
Dry GasWet Gas
Light Oil
Black Oil
Neuquén
Argentina
Mendoza
Loma Campana horizontal wells cost(3)
Switch to drilling horizontal wells was key to success(1)
Vaca Muerta Progress to DatePlay has been substantially de-risked over the last four years
17
(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.
More than 700 wells drilled to date
416
59
160
185
148
119
2010 2011 2012 2013 2014 2015 2016
Vertical Horizontal
13.7
8.2
2015 2016
Vaca Muerta achieving US top basin productivity(4)
94 110
125
145
104 85 84 78
47
VM
oil
win
do
w20
12
VM
oil
win
do
w20
13
-201
5
VM
oil
win
do
w20
16
No
rth
ea
st
Exte
nsio
n
De
ep
Basin
Bla
ck O
il
Sou
thern
Fairw
ay
No
rth
ea
st O
il
Ca
rbo
na
teP
latf
orm
Vaca Muerta Wolfcamp
Only sub-plays with 5-25% of gas content
Eagle Ford
Vaca Muerta oil window EUR (boe / foot of lateral)
(EUR (boe / ft lateral length))
(Number of wells)
(In US$mm)
Gross shale O&G production(2)
0.24.0
40.9
48.9
62.165.8
Dec' 12 Dec' 13 Dec' 14 Dec' 15 Dec' 16 May' 17
(Mboe/d)
Approx. -40%
15
5 6 3 4 3 4 2 3 1 – –
11
5 2 3 2 2 1 3 1
2 1 1
Non operated Operated
60
80
100
120
140
160
2008 2009 2010 2011 2012 2013 2014 2015 2016
Production Imports
(MMm3/d)
Acquisition cost is a fraction of US comparable(2)Development competitive at current oil prices(1)
Vaca Muerta at an Inflection PointTime to invest
18
(1) Wood Mackenzie. (2) Public filings and press releases. Permian adjusted for production value at $35,000 / boe/d. Vaca Muerta in 2017 YPF deals with Shell and Schlumberger.(3) Argentine Ministerio de Energía, Enargas and Enarsa.(4) Wood Mackenzie; Selected private VM acreage holders, does not include GyP of Neuquén.
Data as of March 31, 2017. Reflects concesions and explorations permits that include acreage covered by the Vaca Muerta formation, may include acreage that is commercially unviable.
Replacement of expensive energy imports(3) Operated and non-operated concessions in Vaca Muerta
Further efficiency gains being implemented withsupport from government and unions
Attractive entry costs are still attainable in Vaca Muerta
LNG import parity supports high domestic gas pricing(currently at 5.0-7.5 US$/MMbtu)
Sizeable concession areas provide materiality for opportunities
(In US$)
Significant upside still achievable from longer horizontal wells/more fracs following US trend
(Average adjusted US$/net acre)
$27,779
$16,581
$25,075 $26,288
$3,477 $3,277 $1,650
$6,633
2014 2015 2016 2017
Permian Vaca Muerta
Oil Gas Condensate
$36.1/boe$3.1/mcf
$39.0/boe
Total
26
108
6 6 5 5 5 43
1 1
(Number of concessions)
75
45 41
26 22 21 21
18 14 13
8 8 4 3 1 1
19
Colombian Market Highlights and OpportunitiesAttractive prospects for a well-capitalized player
Acquisition of an existing operating company(2)
1
Ecopetrol’s bidding processes(4)
Asset purchases from established operators
In 2016, Ecopetrol initiated a public bid process to award 17 production assets
Total opportunity size of approximately 1,594 MMboe of original oil in place
− In November 2016, 6 projects representing a total of 640 MMboe were awarded: Iberoamericana (3 projects), Gran Tierra (2 projects) and ParexResources (1 project)
11 production assets with approximately 954 MMboe not yet awarded
Operators are actively optimizing their portfolios to concentrate on priority production assets and projects
A number of assets may become available for purchase as operators execute their divestment strategies
Unconventional oil and gas plays are under-developed, presenting opportunities for new entrants
2
3
Highlights
Investor friendly sector with appealing fiscal terms
Positive reputation for respecting contract sanctity
Energy sector reforms initiated in 2003 have made the country an attractive investment destination for private players
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
Activity and production dropped sharply with oil price decline
The country has seen investment cuts of nearly 60% since 2015(1)
Sheer quantity of smaller-sized discoveries made between 2006 and 2015(2)
Various investment opportunities are available
Possible targets among stable companies that have been in operation for several years
Large oil and gas companies looking to reshuffle their portfolio by selling their subsidiaries
Ecopetrol is bidding out production assets
Companies with mature assets that require the necessary expertise in recovery techniques to create operational value
2015 average net production (Mboe/d)
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
Public companies
Private companies(3)
(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.
Material untapped 3P reserves(2)
24.5
4.9
Oil Gas
20
Brazilian Market Highlights and Actionable OpportunitiesSignificant resources in a sector open to private investment
Acquisition of an existing operating company(3)
1
Petrobras divestment plan
ANP licensing rounds2
3
43
38
19 19 16
13
4 3 3 1 1 – – –
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)
The upstream program includes mature onshore and shallow water fields, greenfield development projects and non-core producing assets
Three rounds expected for 2017:
− Marginal fields round
− Round for unlicensed areas containing extensions of discoveries in existing blocks
− Exploration licensing round
(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”.
2015 average net production (Mboe/d)Government taking steps to improve the attractiveness of Brazil’s oil and gas sector
Recent change to the pre-salt law, where Petrobras is no longer obliged to have a minimum 30% stake and be the operator.
New local content adjustment is a positive structural change that significantly improves Brazil's oil and gas sector competitiveness.
Implemented new fuels pricing formula linked to changes in 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)
Petrobras’ divestment plan is key to mobilizing the industry Divestment plan expected to facilitate access to production fields
Highlights
(Bnboe)
* * * * * * *
* Denotes public companies
A Listed Acquisition Company is Well-suited to Execute Vista’s Business Plan
21
Entity merges into listed acquisition company creating a publicly listed operating company / asset
Opportunity to participate in Vista’s long-term vision via an
equity position in combined entity
Accelerated IPO execution with less disruption to
ongoing operations
Access to public markets for currency and growth
Reputational benefit through partnership with a premier sponsor /
management team
Flexibility in designing post-transaction structure
Downside protection through reimbursement rights through funds
held in escrow account
Public market liquidity with features similar to a private
equity investment
Required liquidation of escrow account if no acquisition completed
within required time period
Alignment with management objectives through common
equity-based sponsor investment structure
No management fees associated with investment
Strong management team and sponsor with a successfultrack record, proprietary sourcing network, credible investment
thesis and operating expertise
IPO candidate ‘in its own right,’ seeking a fast-track IPOand upside potential through partnership with the listed
acquisition company
Publicly listed acquisition company (shell company with cash in trust)
Operating business / asset
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
Advantages for investors Advantages for sellers
Advantages for Vista’s business plan execution
(50%)
(25%)
0%
25%
50%
75%
100%
125%
150%
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Jul-16
Aug-16
Sep-16
Oct-16
Nov-16
Dec-16
Jan-17
Feb-17
Mar-17
Apr-17
May-17
Jun-17
Silver Run—Centennial One of the best performing US listed acquisition companies in history(1)
22
Transaction summary Investment highlights
One of the first energy dedicated listed acquisition companies pairing
a world class operational focused CEO with a top tier industry
focused sponsor
Experienced team with a strong record of value creation led by Mark
Papa, prior CEO of EOG from 1999 – 2013
Premier sponsor with a leading track record in the energy sector
Opportune time to take advantage of current dislocation in the
energy markets
Extensive deal sourcing network with global reach
through Riverstone
Ability to act quickly on high quality, under-capitalized energy assets
1
3
4
2
5
Filed US$450mm Silver Run IPO on January 27, 2016
Successfully upsized to US$500mm
Only 5 months later, Silver Run announced the acquisition of
Centennial for US$1.7bn
Launched the Silver Run IPO in February 2016 despite oil
trading below US$27 per barrel
Today, Centennial has a market cap of US$3.6bn
SRAQ/CDEV performance since IPO
$500mm listed
acquisition company
$3.6bn Centennial
Silver Run to current Centennial market capitalization(2)
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
Silver Run Announces Centennial Acquisition
(July 22)
Silver Run Closes Centennial Acquisition
(Oct 11)
Centennial Announces Silverback Acquisition
(Nov 28)
Centennial Closes Silverback Acquisition
(Dec 29)
Silver Run Files $450 million IPO (January 27)
Silver Run Completes$500 million IPO
(February 23)
+58% since IPO
Investment HighlightsStrong combination of capabilities and market opportunity to create value for investor
23
Distinct window of opportunity to acquire world-class assets in a resource rich, historically under-invested region, now increasingly open to investors
1
Attractive actionable opportunity set known by management through its operating experience in the region
2
Highly experienced management team with strong track record of operation and value-creation working together
3
Premier financial sponsor with extensive and specialized track record in the energy sector, leading experience in listed acquisition companies and significant presence in the region
4
A listed acquisition company is a well-suitedvehicle to create a leading publicly-traded LatAmoil and gas company
5
Appendix
Illustrative SPAC Structure Diagram
25
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.
Investors
Unit (1 Common Share + 1 Warrant) Warrants
Sponsor Promote and Independent Director Shares (20% of Shares Outstanding)
USD Price (or Equivalent in
MXN)
Cash to fund Offering
Expenses and Working Capital
Sponsor and SPAC Management Team
SPAC
Escrow AccountFunds in USD
Operating AccountWorking Capital
SPAC Business Combination Process
26
IPO
Acquisition announced
Deal roadshow
Typical Shareholder Vote Process
Acquisition NOT approved Acquisition IS approved
Escrow liquidation Acquisition completed
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
100% of IPO gross proceeds held in escrow account until acquisition completed
Cash‐in‐escrow invested in short‐term government securities such as US Treasuries
Management puts out an announcement of proposed acquisition
Company and seller prepare proxy materials for shareholder and regulatory approval
Management team and the seller meet investors to discuss investment case
Deal is marketed to current shareholders, new investors and sector specialists
Proposed transaction rejected if we do not receive approval from a simple majority of SPAC public investors
Simple majority of public investors in the listed SPAC vote “yes”
Escrow liquidated and all funds returned to public shareholders pro rata
Sponsor does not have right to liquidation proceeds over funds held in the escrow account
Target business or asset becomes a public operating company
No shareholder is forced to be dragged along and each shareholder has the right to have their shares reimbursed and canceled for a pro rata portion of cash‐in‐escrow
SPAC may look foranother target, time
permitting,otherwise it faces
liquidation
1
2
3
4
5 5
6 6