FORM 6-K
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C.
20549
Report
of Foreign
Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the
Securities Exchange Act of
1934
For
the
month of December, 2007
Commission
File Number: 001-12102
YPF
Sociedad Anónima
(Exact
name of registrant as specified in its charter)
Av.
Pte. R.S. Peña 777 – 8th Floor
1354
Buenos Aires, Argentina
(Address
of principal executive office)Indicate
by check mark whether the registrant files or will file
annual
reports under cover of Form 20-F or Form 40-F:
|
Form
20-F
|
X
|
Form
40-F
|
Indicate
by check mark if the registrant is submitting the Form 6-K
in
paper
as permitted by Regulation S-T Rule 101(b)(1):
|
Yes
|
No
|
X
|
Indicate
by check mark if the registrant is submitting the Form 6-K
in
paper
as permitted by Regulation S-T Rule 101(b)(7):
|
Yes
|
No
|
X
|
Indicate
by check mark whether by furnishing the information
contained
in this Form, the Registrant is also thereby furnishing the information to
the
Commission
pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
|
Yes
|
No
|
X
|
If
“Yes”
is marked, indicate below the file number assigned to the registrant
in
connection with Rule 12g3-2(b): N/A
YPF
Sociedad Anónima
TABLE
OF
CONTENTS
|
Item
|
|
|
1
|
Letter
to the Buenos Aires Stock Exchange and the National Securities
Commission
of Argentina, dated December 26, 2007 regarding agreement between
Repsol-YPF and the Petersen Group
|
Item
1
Buenos
Aires,
December 26, 2007
Messrs
Buenos
Aires Stock
Exchange
Nacional
Securities
Commission of Agentina
Re:
Agreement
between Repsol YPF and the Petersen Group
Please
be informed
that YPF S.A. has taken notice of the agreement between Repsol YPF, the
controlling group of YPF S.A. and the Petersen Group last December 21, 2007,
with respect to the sale of up to 25 % of the shares in YPF S.A.
Enclosed
you will
find a copy of the notice released by Repsol YPF to the markets on which
it is
currently listing.
Very
truly
yours,
Walter
Forwood
Chief
Financial
Officer
|
Relevant
Event
|
||
 |
 |
|
Madrid,
December 21,
2007
Number
of pages:
22
THE
AGREED PRICE VALUES THE COMPANY
AT 15 BILLION
DOLLARS
|
REPSOL
YPF AND THE PETERSEN
GROUP SIGN AN AGREEMENT
FOR
THE SALE OF UP TO 25% OF
YPF
|
|
·
|
In
the first stage, Repsol YPF
will sell 14.9% of YPF for U.S.$2.235
billion.
|
|
·
|
The
agreement also provides
that the Petersen Group may increase its interest to up to 25%
through an
option to purchase an additional
10.1%.
|
|
·
|
This
is a key transaction for
the development of Repsol YPF’s future Strategic
Plan.
|
|
·
|
It
places the Petersen Group
among the largest Latin American business
groups.
|
|
·
|
Repsol
YPF adds an industrial
ally in Argentina for YPF.
|
|
·
|
It
will promote organic growth,
diversify Repsol YPF’s assets, and improve its financial
structure.
|
|
·
|
This
is the largest private
business transaction in Argentina in several
years.
|
|
·
|
The
entrance of the Petersen
Group will advance YPF’s activities in the
region.
|
|
·
|
It
consolidates YPF’s position
as a leading energy company in Argentina and Latin
America.
|
|
·
|
The
Repsol YPF-Petersen
alliance will strengthen the integration of YPF’s management into the
economic, business and social fabric of
Argentina.
|
|
Relevant
Event
|
||
|
|
|
|
·
|
The
agreement envisions a
public offering by Repsol YPF of approximately 20% of YPF’s capital
stock.
|
|
·
|
Repsol
is reweighting Latin
America on its balance sheet, without losing its presence or
its
commitment to the area.
|
|
·
|
It
puts a value on YPF and
contributes to a greater valuation of Repsol
YPF.
|
|
·
|
Repsol
will continue as the
controlling shareholder of
YPF.
|
|
·
|
Antonio
Brufau will Chair the
new YPF and its Board of
Directors.
|
|
·
|
Enrique
Eskenazi, in his
individual capacity, will be a Vice
Chairman.
|
|
·
|
Sebastian
Eskenazi will become
Chief Executive Officer and Antonio Gomis will assume the role
of Chief
Operating Officer.
|
|
·
|
The
company’s Board of
Directors will reflect the new shareholding
structure.
|
|
·
|
Antonio
Brufau, Chairman and
Chief Executive Officer of Repsol YPF: “The transaction announced today
creates a team combining complementary capacities of two partners:
the
global efficiency of Repsol in the oil business and the Petersen
Group’s
business management skill in Argentina. This combination,
together with the strength of YPF’s assets and the professional and human
quality of the more than 11,000 people it is made up of, guarantees
the
future success of what was agreed
today.”
|
|
·
|
Enrique
Eskenazi, Chairman of the Petersen Group: "Energy and oil represent
a
major business opportunity at this time in Argentina and throughout
the
region. It is a privilege to enter into this venture together with
an oil company that is the largest in our country and one of
the leading
oil companies in the world, with its highly qualified and motivated
personnel.”
|
2
|
Relevant
Event
|
||
|
|
|
This
transaction,
the purchase price of which values YPF at U.S.$15 billion, will play a
key role
in the development of Repsol YPF’s Strategic Plan and will significantly
contribute to a greater diversification of the Repsol Group’s assets and drive
its organic growth.
The
two-part structure of the agreement is designed to facilitate the transaction,
and allows the Petersen Group to take an immediate equity interest in
YPF.
The
sale price of 14.9% of YPF amounts to U.S.$2.235 billion. Within a
maximum of four years after the purchase, the Petersen Group may exercise,
under
equivalent financial conditions, an option to purchase an additional 10.1%
of
YPF’s capital stock.
The
transaction’s design is in line with market parameters and, to carry it out, the
Petersen Group has relied on the financial backing of international banks
such
as Credit Suisse, BNP Paribas, Goldman Sachs and Banco
Itaú. Additionally, as is customary in transactions of this nature,
Repsol YPF will provide a vendor loan, in the amount of U.S.$1.015
billion.
The
development of the transaction, which is strategic for both partners, envisions
that Repsol YPF make a public stock offering of approximately 20% of YPF’s
capital stock once the purchase of the 14.9% is complete. The purpose
of the public offering is to provide access to minority shareholders, including
YPF and Repsol YPF Group employees.
The
transaction agreed by the Petersen Group and Repsol YPF will comply with
all
disclosure and regulatory requirements of the Securities and Exchange Commission
(SEC), the Argentine Stock Exchange (CNV), and the Spanish Stock Exchange
(CNMV).
3
|
Relevant
Event
|
||
|
|
|
Enrique
Eskenazi, in
his individual capacity, will be a Vice Chairman of YPF. Sebastian
Eskenazi will be the Chief Executive Officer and Antonio Gomis the Chief
Operating Officer of YPF. The composition of YPF’s Board of Directors
will reflect the new shareholder structure.
In
connection with the agreement signed today, UBS, Latham & Watkins and Pérez
Alati acted as advisers to Repsol YPF, and Credit Suisse, Garrigues, Cleary
Gottlieb Steen & Hamilton and Brons & Salas acted as advisers to the
Petersen Group.
Statements
by the Chairmen
of Repsol YPF and the Petersen Group
|
·
|
Antonio
Brufau:
|
|
|
o
|
“We
are in
agreement with the Petersen Group on the future vision of
YPF. We share the same corporate culture and business
philosophy, based on transparency, efficiency and
commitment.”
|
|
|
o
|
“The
Petersen
Group is the most qualified partner for Repsol YPF given its
experience in
regulated markets, its industrial and financial structure, and
its
knowledge of the Argentine market throughout its more than 85
years of
existence.”
|
|
|
o
|
“The
transaction announced today creates a team combining complementary
capacities of two partners: the global efficiency of Repsol in
the oil
business and the Petersen Group’s business management skill in
Argentina. This combination, together with the strength of
YPF’s assets and the professional and human quality of the more than
11,000 people it is made up of, guarantee the future success
of what was
agreed today.”
|
|
|
o
|
“The
entrance
of the Petersen Group represents the addition of a strategic
business
partner for YPF, joining the company as a permanent shareholder,
that
knows the Argentine market and the economic and business environments
of
Argentina well and will assist with
|
4
|
Relevant
Event
|
||
|
|
|
|
|
|
strengthening
of YPF’s projects in the country and throughout the
region.”
|
|
·
|
Enrique
Eskenazi:
|
|
|
o
|
“This
agreement is cause for pride not only for the Petersen Group
but also for
our partners at Repsol. We think it represents a significant
accomplishment for the Argentine people, as YPF is an obvious
symbol tied
to the development and history of our
country.”
|
|
|
o
|
“We
have
chosen to buy into YPF’s capital stock in two steps, as this was the
fastest and most effective way to become part of the
company.”
|
|
|
o
|
“Energy
and
oil represent a major business opportunity at this time in Argentina
and
throughout the region. It is a privilege to enter into this venture
together with an oil company that is the largest in our country
and one of
the leading oil companies in the world, with highly qualified
and
motivated personnel”
|
|
|
o
|
“With
this
agreement, we intend to join the company’s growth through hard work,
investment, and technology. I am convinced that this is the challenge
we
must take on together with our partners and the entire Repsol
YPF
team.”
|
5
|
Relevant
Event
|
||
|
|
|
|
ANNEX 1
|
|
REPSOL
YPF – PETERSEN
GROUP
AGREEMENT
|
6
|
Relevant
Event
|
||
|
|
|
|
WHY
THE PETERSEN
GROUP?
|
|
Ø
|
The
Petersen Group is the ideal partner for Repsol YPF, given its
experience
in regulated markets, its industrial and financial structure
and its
knowledge of the Argentine market over the course of its more
than 85
years of existence.
|
|
Ø
|
It
is a solid, serious, solvent private group with an outstanding
history, a
corporate culture similar to that of Repsol YPF, and the same
philosophy
of business, transparency and
ethics.
|
|
Ø
|
It
is one of Argentina’s largest corporate groups. Founded in 1920 as a
construction company, it became a corporation involved in engineering
and
construction activities, banking services, agro-industry, and
urban
maintenance. It is characterized by its diversification, in
terms of both
geography and its business
activities.
|
|
Ø
|
In
the past decade, it began a business transformation and expansion
process,
participating in sectors that offer attractive
opportunities.
|
|
Ø
|
The
Petersen Group has always been interested in the energy sector,
and taking
an equity interest in YPF is a key opportunity for the
company.
|
|
Ø
|
As
bankers, they have excellent
relationships in the international financial
sector.
|
|
Ø
|
The
Petersen Group will strengthen the development of YPF, as it
shares Repsol
YPF’s vision concerning the role that YPF should play in the
region.
|
|
Ø
|
For
the Petersen Group, this is an opportunity to take a significant
step and
participate in one of the most important energy companies in
Latin
America, diversifying itself in a key sector for the economic
development
of Argentina with an important potential for
growth.
|
7
|
Relevant
Event
|
||
|
|
|
|
PETERSEN
GROUP
A
business group of over 5,000
employees
|
Profile
of the Petersen
Group
|
Ø
|
The
Petersen Group was formed in 1920, taking its name from Petersen,
Thiele
& Cruz Architects and Engineers. Currently, it is one of
the most important industrial holding companies in Argentina,
one hundred
percent Argentine-owned and with more than 87 years
experience. The Group is wholly-owned by the Eskenazi family
and its Chairman is Enrique
Eskenazi.
|
|
Ø
|
At
its outset, the Group’s activities were limited to engineering and
construction, but progressively developed, principally in the
past decade,
to other strategic economic sectors of the Argentine
economy.
|
|
Ø
|
Its
vision of growth and expansion
has been carried out through a strategy of selective strategic
acquisitions, principally in the financial sector, where the
Group
controls the largest group of regional banks in Argentina. This
growth has allowed for a diversification of the Group in different
business areas (construction, urban services, financial and
agro-industry).
|
|
Ø
|
The
Group currently has assets valued at U.S.$3 billion and employs
more than
5,000 people.
|
8
|
Relevant
Event
|
||
|
|
|
|
1.
|
Construction
|
This
construction company, the founding company of the Group, has developed
and
directed during its history an important number of public and private
projects
in Argentina and neighboring countries. Moreover, it has participated
in important projects such as the Yacireta hydroelectric plant, the Atucha
II
nuclear plant and the Ruta 3 construction, which improved the existing
infrastructure in those regions. In addition, the Group took part in
the construction of the Pirelli Tower, the headquarters of YPF, developed
the
urban infrastructure of the renovation of Puerto Madero, the new port
of the
provincial capital of Tierra del Fuego, and, among other projects, the
construction of the Los Penitentes ski complex in the Mendoza
province.
Currently,
this company has more than 1,000 employees and has developed more than
3 million
square meters of civil projects.
|
2.
|
Financial
|
The
Banco de San Juan has more than 100,000 clients and a network of 16 branches
throughout the San Juan province, in the west of Argentina.
Petersen
Investments (PISA), the investment company of the Petersen Group, owns
70% of
the capital stock of Banco de San Juan.
9
|
Relevant
Event
|
||
|
|
|
Banco
Santa Cruz has more than 128,000 clients and a network of 16 branches
throughout
the province of Santa Cruz, in the southwest of Argentina.
The
shareholding of Banco Santa Cruz is divided between Banco de San Juan,
with 51%,
and the provincial government of Santa Cruz, with 49%.
The
Nuevo Banco de Santa Fe is among the ten most important banking institutions
in
Argentina and is owned by Banco de San Juan, which acquired 93% of its
capital
stock in 2003. Its has 450,000 clients and 107 branches.
The
banking leader of the province of Entre Rios, in the northwest of
Argentina. It has a network of 73 branches that offer service to more
than 320,000 clients. The Nuevo Banco de Santa Fe has 64% of the
share capital and 100% of voting rights. The remaining 36% belongs to
the Federal Government.
10
|
Relevant
Event
|
||
|
|
|
|
3.
|
Services
|
This
company is specialized in providing services of improvement and maintenance
of
urban spaces, in addition to public and private buildings.
This
company is involved in the leasing of parking spaces in Buenos Aires,
with more
than 2,000 spaces.
|
4.
|
Agro-Industry
|
Santa
Sylvia is an agricultural property with more than 10,000 hectares in
the Zonda
area in the province of San Juan that specializes in cultivation of olives
and
grapes. The respected olive oils and wines that are produced are sold
under the Xumet name. The property also devotes a part of its
activities to the production of meat and high-quality fibers for production
of
cloth.
11
|
Relevant
Event
|
||
|
|
|
|
Grupo
Petersen
|
12
|
Relevant
Event
|
||
|
|
|
|
PROFILE
OF ENRIQUE
ESKENAZI
|
|
|
Ø
|
Chairman
of
the Petersen Group.
|
|
|
Ø
|
Enrique
Eskenazi is an Argentine businessman from the province of Santa
Fe who has
an extensive experience in the business world in Argentina
and other
countries in the southern cone of South
America.
|
|
|
Ø
|
Enrique
Eskenazi graduated as a Chemical Engineer from the National
Coastal
University (UNL) and completed a Master in Food Engineering
at the
Illinois Institute of Technology in Chicago,
Illinois.
|
Business
Background
|
|
Ø
|
Worked
in the
United States and returned to Argentina, where he began his
professional
and business activity.
|
|
|
Ø
|
Served
in an
executive position in the Bunge y Born group, one of the most
important
commodities companies in Argentina and one which is recognized
worldwide.
|
|
|
Ø
|
The
most
important moment of his professional career took place in 1980,
when he
became a manager in the Petersen, Thiele y Cruz group (Grupo
PTC), one of
the most reputable and well-known construction companies in
Argentina. His arrival took place at a time when the firm was
not in a good economic situation. However, his arrival at the
Grupo PTC marked the beginning of an era of constant growth
which led to
its becoming the largest corporate group in
Argentina.
|
|
|
Ø
|
In
the year
that he joined Grupo PTC, Enrique Eskenazi became its majority
shareholder
and refloated the company. This was the beginning of the golden
age in the
company in which the traditional business of the group, construction,
grew
and in which at the same time the company chose diversification
as its
mark of identity.
|
|
|
Ø
|
It
was in this
spirit that Petersen Inversora SA (PISA) was created, with
which the Group
participated in some of the most important public works projects
in
Argentina, such as the Yacireta hydrolectric plant, the Atucha
II nuclear
plant, and the construction on Ruta 3. In this way, Eskenazi
grew the traditional business of the
group.
|
|
|
Ø
|
At
the same
time, Enrique Eskenazi, with deep knowledge of the economic
environment of
Argentina, broadened his activity to other sectors, such as
banking,
agro-industry, urban maintenance and
mining.
|
|
|
Ø
|
With
respect
to the banking sector, the Group controls the largest group
of regional
banks in Argentina.
|
13
|
Relevant
Event
|
||
|
|
|
|
STRENGTHS
OF THE TRANSACTION
FOR
REPSOL
YPF
|
|
|
Ø
|
This
is a key
transaction in the 2008-2012 Strategic Plan that Repsol YPF
will present
in the first quarter of 2008.
|
|
|
Ø
|
Repsol
YPF
intends to continue growing in Argentina, maintaining its position
as the
controlling shareholder of YPF.
|
|
|
Ø
|
The
sale of a
stake in YPF to a local partner, followed by a public offering,
will
strengthen the ties of the company with Argentine
shareholders.
|
|
|
Ø
|
The
alliance
with an Argentine shareholder partner will permit a greater
involvement by
YPF in the economy and business world of Argentina, revitalizing
YPF’s
projects in the region.
|
|
|
Ø
|
The
involvement of a local Argentine partner will have a positive
impact on
YPF, both in economic/financial terms and in terms of the development
of
YPF’s activity and business in the
region.
|
|
|
Ø
|
The
sale of a
percentage of YPF puts a value on the company and contributes
to a higher
valuation of Repsol YPF (as a sum of its
parts).
|
|
|
Ø
|
It
brings in a
prestigious partner with experience in the management of companies
facing
significant regulatory requirements at the federal, provincial
and
regional level in Argentina.
|
|
|
Ø
|
The
transaction is part of the asset diversification plan carried
out by
Repsol YPF since 2005.
|
14
|
Relevant
Event
|
||
|
|
|
|
STRENGTHS
OF THE TRANSACTION
FOR
THE
PETERSEN
GROUP
|
|
|
Ø
|
It
will play
an important role in the Argentine energy sector, with growth
prospects in
the medium-term.
|
|
|
Ø
|
It
will
significantly increase the diversification of the Petersen
Group and it
will consolidate its position as one of the large Argentine
corporate
groups.
|
|
|
Ø
|
It
will give
the Petersen Group an international platform in countries in
the region in
order to undertake new businesses.
|
|
|
Ø
|
It
represents
a large step-forward in business terms (new and important revenues
derived
from its new shareholding).
|
|
|
Ø
|
The
partial
acquisition of YPF occurs in a moment of economic growth in
Argentina,
which favors the investment in YPF and the Petersen Group’s goal of
sustained growth, as well as its participation in a value-creating
process.
|
15
|
Relevant
Event
|
||
|
|
|
|
A
MARKET
OPERATION
|
|
|
Ø
|
This
represents a financial transaction between private corporate
groups
carried out in accordance with the requirements of rigor and
transparency
imposed by the market regulators (CNV, CNMV,
SEC).
|
|
|
Ø
|
The
financial
support of large international banks (Credit Suisse, BNP Paribas,
Goldman
Sachs and Itaú) to the Petersen Group reflects the solvency of the
transaction.
|
|
|
Ø
|
Repsol
YPF
supports the transaction through a “vendor loan”, a customary practice in
international transactions of this
type.
|
|
|
Ø
|
The
financing
structure responds to market parameters and the necessities
of the
transaction, with financing supplied to the Petersen Group
by
international banks and by Repsol YPF, which is certain of
the advantages
of this transaction for YPF and for Repsol YPF
itself.
|
|
|
Ø
|
It
is
taking place in a context of 8% growth of the Argentine
economy.
|
16
|
Relevant
Event
|
||
|
|
|
ANNEX
2
|
MEMORANDUM
OF UNDERSTANDING
|
17
"This
is a
convenience translation into English of a Spanish-language original
document. This translation is without legal effect and, in the event
of any discrepancy with the Spanish-language original document, the
Spanish-language original shall prevail."
Madrid,
December 21,
2007
MEMORANDUM
OF
UNDERSTANDING
THE
FOLLOWING PARTIES HAVING
MET:
The
party of the first
part,
REPSOL
YPF S.A. (hereinafter
“REPSOL
YPF”), hereby
represented by Mr. Antonio
Brufau, in his capacity as Chief Executive Officer, and the party of the
second
part,
PETERSEN
ENERGÍA S.A. (hereinafter
“PETERSEN
ENERGÍA”), hereby
represented by Mr. Enrique
Eskenazi, in his capacity as sole director,
Henceforth
reference will be made to
REPSOL YPF and PETERSEN ENERGÍA jointly as the “Parties”,
and to either of them individually
as a “Party,”
THE
PARTIES HEREBY SET FORTH THE
FOLLOWING:
|
I.
|
REPSOL
YPF is
a Spanish-Argentine company whose principal activity is in the
hydrocarbons sector, specifically in activities involving the
exploration,
development and production of crude oil and natural gas, the
transport of
petroleum products, liquefied petroleum gas (LPG) and natural
gas,
refining, the production of a wide range of petroleum products,
and the
marketing of petroleum products, petroleum byproducts, petrochemical
products, LPG, and natural gas.
|
|
II.
|
The
PETERSEN
Group is a group of companies with broad experience in regulated
markets
that is owned directly or indirectly by the Eskenazi Family.
This group
includes PETERSEN ENERGÍA, a Spanish corporation whose principal activity
is investing in, managing, and administering securities, financial
instruments, bonds, and/or shares.
|
|
III.
|
YPF
is a
leading company in the Argentine hydrocarbons sector, which is
traded on
the stock exchanges of Buenos Aires (BCBA) and New York (NYSE)
through
American Depositary Shares, and is one of the largest assets
of the group
of companies led by REPSOL YPF.
|
1
"This
is a
convenience translation into English of a Spanish-language original
document. This translation is without legal effect and, in the event
of any discrepancy with the Spanish-language original document, the
Spanish-language original shall prevail."
|
IV.
|
The
Parties
have entered into a binding agreement for the inclusion of PETERSEN
ENERGÍA as a major shareholder of YPF, S.A. (hereinafter “YPF”). This
falls within
the scope of the strategic plan developed by REPSOL YPF,
seeking the inclusion in YPF of Argentine partners with the reputation
and
experience of PETERSEN ENERGÍA and the strengthening of YPF’s presence in
the capital markets in which it is currently active, with a view
to
consolidating its status as a regional leader in the energy
sector.
|
In
view of the above, the Parties have reached the following agreement (hereinafter
the “Agreement”).
TERMS:
One.- Inclusion
of PETERSEN ENERGÍA as a
YPF shareholder.
The
Parties have agreed to include PETERSEN ENERGÍA as a YPF shareholder through a
transaction that will allow it to acquire up to 25% of YPF's capital
stock.
The
transaction will be structured as follows:
|
|
a)
|
REPSOL
YPF will sell to PETERSEN
ENERGÍA, and PETERSEN ENERGÍA will purchase from REPSOL YPF, shares
representing 14.9% of the YPF capital stock, no later than February
15, 2008 (hereinafter the
“Transaction”).
|
|
|
b)
|
At
the same time, REPSOL YPF will
grant a company of the PETERSEN Group a purchase option (American
style)
to acquire from REPSOL YPF up to an additional 10.1% of YPF’s capital
stock. This option may be partially or totally exercised within
a maximum
period of four years after the completion of the
Transaction.
|
Two.- YPF
Board of Directors and
Management.
REPSOL
YPF will give PETERSEN ENERGÍA a
role in the Board of Directors and management of YPF in a
manner agreed upon to by the parties.
The
composition of YPF’s Board of
Directors will be governed essentially by the principle of proportional
representation of the Parties’ interests in the capital stock of YPF, with
REPSOL YPF retaining the right to appoint the majority of members of the
Board
of Directors for so long as it holds the majority of YPF’s capital
stock.
2
"This
is a
convenience translation into English of a Spanish-language original
document. This translation is without legal effect and, in the event
of any discrepancy with the Spanish-language original document, the
Spanish-language original shall prevail."
In
this regard, Mr. Antonio Brufau will
chair the Board of Directors, Mr. Sebastián Eskenazi will serve as Vice Chairman
and Chief Executive Officer , Mr. Antonio Gomis, a representative designated
by
REPSOL YPF, will serve as YPF’s Chief Operating Officer and Mr. Enrique
Eskenazi, in his individual capacity, will serve as a Vice
Chairman.
In
addition, the agreements by which the
Transaction will be effected will grant PETERSEN ENERGÍA customary
protections for minority shareholders, which will include
the requirement that certain
decisions of YPF’s shareholders and Board of Directors will require the
consensus of both parties.
Three.-
Price of the
Transaction
For
purposes of calculating the Transaction price, the Parties assume that
the total
value of YPF will be U.S.$15 billion, with the Transaction price therefore
totaling U.S.$2.235 billion for 14.9% of YPF’s capital stock.
Four.- Closing
of the
Transaction
The
Parties will close the Transaction no later than February 15, 2008 through
a
share purchase agreement.
Pursuant
to Clause
One of this Agreement, and simultaneously with the signing of the Purchase
Agreement, REPSOL YPF will grant to a Company of the PETERSEN Group a
purchase
option to acquire from REPSOL YPF up to an additional 10.1% of YPF’s capital
stock on financial terms equivalent to the purchase of 14.9% of YPF’s capital
stock referenced above.
Pursuant
to Clause
Two of this Agreement, and simultaneously with the signing of the Purchase
Agreement, the Parties will sign a shareholders’ agreement to govern their
long-term relations within YPF.
Five.- Financing
of the
Transaction.
PETERSEN
ENERGÍA
hereby confirms that prior to signing this Agreement, it has obtained
from
certain internationally-regarded financial institutions an irrevocable
commitment to finance the Transaction, under terms customary for this
type of
transaction.
3
"This
is a
convenience translation into English of a Spanish-language original
document. This translation is without legal effect and, in the event
of any discrepancy with the Spanish-language original document, the
Spanish-language original shall prevail."
REPSOL
YPF states
that it will finance up to U.S.$1.015 billion by issuing a vendor’s loan to
supplement the bank financing.
Six.-
Other
agreements.
In
addition, after the close of the Transaction, and with a view to allowing
the
entry of minority shareholders and strengthening YPF’s presence in the capital
markets in which it is currently active, the Parties have agreed to allow
REPSOL
YPF to engage in a public stock offering of approximately 20% of the
YPF capital
stock.
Seven.- Communications.
The
Parties undertake to engage in all necessary communications relating
to this
Agreement, in accordance with applicable law, in mutual and active
cooperation.
Additionally,
Parties will coordinate the time and content of any press release or
public
announcement, in strict fulfillment of the duties and obligations required
by
applicable law, specifically by the applicable securities market
rules.
Eight.-
Applicable law and
Jurisdiction.
Any
matters relative to the execution, validity, interpretation, and fulfillment
of
this Agreement will be governed by the laws of the Kingdom of Spain,
and decided
by the Courts and Tribunals of the capital of Madrid.
In
attestation of their agreement, the Parties hereby sign two (2) identical
copies
of this Agreement, in Madrid, on the date set forth above.
|
REPSOL
YPF
S.A.
|
PETERSEN
ENERGÍA S.A.
|
|
Mr.
Antonio
Brufau
|
Mr.
Enrique
Eskenazi
|
|
|
Chief
Executive Officer
|
Sole
Director
|
4
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned,
thereunto
duly authorized.
|
YPF
Sociedad Anónima
|
||||||
| Date: |
December
26, 2007
|
By: |
/s/
Walter Cristian Forwood
|
|||
|
Name:
|
Walter
Cristian Forwood
|
|||||
|
Title:
|
Chief
Financial Officer
|
|||||