On December 10, 2025, Vista Energy Argentina S.A.U. (“Vista”) successfully issued its Class XXIX simple non-convertible notes, denominated, subscribed, and payable in U.S. dollars abroad (the “Additional Notes”). The Additional Notes were issued for a nominal value of US$400,000,000 (four hundred million U.S. dollars) under the global program for the issuance of short, medium, or long-term simple non-convertible notes for a maximum aggregate amount of up to US$3,000,000,000 (three billion U.S. dollars) (or its equivalent in other currencies or value or measurement units).
The Additional Notes are being issued as additional notes and will constitute part of the same series as, and vote together as a single class with, the US$500,000,000 aggregate principal amount of Class XXIX notes originally offered pursuant to the prospectus supplement and subscription notice, each dated June 2, 2025, and issued by Vista on June 10, 2025 (the “Existing Notes” and, together with the Additional Class XXIX Notes, the “Class XXIX Notes”).
The Additional Notes, maturing on June 10, 2033 (the “Maturity Date”), will accrue interest at an annual fixed nominal rate of 8.500%. Interest payments will be made semiannually, beginning on June 10, 2026, through the Maturity Date.
The principal of the Class XXIX Notes will be amortized in three (3) annual and consecutive installments: (i) the first on June 10, 2031, representing 33% of the principal; (ii) the second on June 10, 2032, representing 33% of the principal; and (iii) the third on June 10, 2033, representing 34% of the principal.
The transaction was carried out in accordance with Rule 144A and Regulation S under the U.S. Securities Act.
The Additional Notes have been admitted for listing on Bolsas y Mercados Argentinos S.A. and authorized for trading on the A3 Mercados S.A.
Santander US Capital Markets LLC, Citigroup Global Markets Inc., and Itau BBA USA Securities Inc. acted as international initial purchasers (the “Initial Purchasers”), while Banco de Galicia y Buenos Aires S.A., Banco Santander Argentina S.A., Macro Securities S.A.U., Balanz Capital Valores S.A.U. and Latin Securities S.A. acted as local placement agents for the Class XXIX Notes (the “Local Placement Agents”). The Bank of New York Mellon acted as Trustee, Registrar, Paying Agent and Transfer Agent under the indenture dated June 10, 2025, entered into in connection with the Existing Notes by Vista and Banco Santander Argentina S.A., the latter acting as the Trustee’s Representative in Argentina, Argentine Registrar and Transfer Agent, and Argentine Paying Agent.
Legal Advisors to Vista
Bruchou & Funes de Rioja: acted as Vista’s local advisor, with the team led by partner José María Bazán and associates Ramón Augusto Poliche, Lucía De Luca, Teo Panich, and Francisco Mendióroz.
Cleary Gottlieb Steen & Hamilton LLP: served as Vista’s legal advisor in New York, with the team led by partners Manuel Silva, and associates Rodrigo Lopez Lapeña and Lucas Davidenco, and international lawyer Marina Rotman.
Vista In-house Counsel
Vista was advised by its in-house counsel, Rosario Maffrand.
Legal Advisors to the Initial Purchasers and the Local Placement Agents
Salaverri, Burgio & Wetzler Malbrán: acted as local counsel to the Initial Purchasers and Local Placement Agents, with the team led by partners Roberto Lizondo and Josefina Ryberg, and associates Santiago Linares Luque, Carolina Naguelquin and María Agustina Nallim.
Linklaters LLP: served as legal counsel to the Initial Purchasers in New York, with the team led by partners Matthew Poulter and Emilio Minvielle, associates Madeleine Blehaut Thomas and Tiphaine-Koffman, and foreign attorney Francisco Algorta.
