Grupo Petersen in $2.2 Billion YPF S.A. Acquisition

February 21, 2008

Cleary Gottlieb represented Grupo Petersen in its acquisition, through its Spanish subsidiary Petersen Energía, S.A., of a 14.9% interest in YPF S.A. from Repsol YPF S.A. Cleary Gottlieb also represented Grupo Petersen in getting financing for the deal. The purchase price was financed through a $1 billion senior secured loan facility provided by a bank syndicate led by Credit Suisse, Banco Itaú, BNP Paribas and Goldman Sachs, a $1 billion subordinated seller loan from Repsol, and equity. The acquisition closed on February 21.

In addition to the acquisition, Grupo Petersen entered into two option agreements with Repsol pursuant to which Petersen was granted the right to acquire up to an additional 10.1% of YPF’s capital stock within the four years following the closing. Petersen and Repsol also entered into a shareholders agreement providing Petersen with minority shareholder protections as well as the right to appoint the CEO of YPF.

YPF, the largest oil and gas company in Argentina, was privatized by the Argentine government in 1993 and acquired by Repsol in 1999.

Grupo Petersen, founded in 1920 and controlled by the Eskenazi family, is one of Argentina’s largest corporate groups with investments in various industry sectors in Argentina, including engineering and construction activities, banking services, agro-industry and urban maintenance.