Repsol Agrees To Sell 15,069,990 Shares Of YPF Class D Common Stock
Repsol said Monday that it has agreed to sell 11,414,329 shares of YPF Sociedad Anónima’s Class D common stock to Lazard Asset Management LLC, on behalf of certain of its clients, and an aggregate of 3,655,661 shares of YPF’s Class D common stock to certain other investors, each at a price of $42.40 per share.
Each share sold will be in the form of American Depositary Shares. The shares being sold by Repsol are registered pursuant to YPF’s effective shelf registration statement on Form F-3 filed with the Securities and Exchange Commission and are freely transferable.
Repsol has also granted Lazard Asset Management, on behalf of its clients, 11,414,329 nontransferable put options with respect to the shares purchased by it, on behalf of its clients, subject to adjustments in accordance with certain customary anti-dilution provisions.
The put options will entitle, upon exercise, the holders to require Repsol to purchase one share of Class D common stock at a price of $42.40 per share in proportion to the amount by which the 11,414,329 shares acquired exceed 20% of YPF’s public float six months after the sale.
The closing of the sale to Lazard Asset Management is expected to occur on or about March 21, 2011 and the closing of the sales to the other investors is expected to occur on or about March 17, 2011.
These sales, together with prior sales by Repsol, including its previously announced sales to certain funds affiliated with Eton Park Capital Management and certain funds affiliated with Capital Guardian Trust Company and Capital International, Inc. in December 2010, represent approximately 8.2% of YPF’s capital stock (approximately 9.8% if Eton Park exercises certain warrants purchased by it in connection with the December 2010 transactions) and have resulted in more than $1.25 billion in proceeds to Repsol.
Repsol currently intends to continue selling YPF shares off the shelf registration statement, including in the capital markets, in the short term if market conditions permit.
Raymond James Argentina S.B.S.A. acted as financial advisor to Repsol in connection with the sales.