EIG Global Energy Partners has signed a binding agreement to acquire to 25% stake in Repsol Upstream from Repsol, S.A. (BME:REP) for $4.8 billion on September 7, 2022. The consideration price consist of $3.4 billion for equity and $1.4 billion net debt. The $3.4 billion equity payment to Repsol Group will include: (i) a 70% upfront payment on completion and (ii) the remaining 30% to be paid in three equal annual instalments over a three-year period. The transaction implies an enterprise value for 100% of Repsol Upstream of $19.0 billion and with a net debt of $5.6 billion. This corresponds to an enterprise value of $4.8 billion for the 25% stake sold to EIG with June 30, 2022, as Economic Date. After deducting net debt for EIG's stake of $1.4 billion, equity value of EIG's 25% stake is $3.4 billion. Repsol Upstream business will be restructured under a single entity and EIG will acquire a 25% interest upon closing of the transaction. The newly structured entity will maintain its current workforce together with the existing management team and business plan, complemented by EIG's extensive financial and strategic expertise. The vehicle will focus on further strengthening, high grading, and decarbonizing its global portfolio, with the potential to IPO the business from 2026 in the United States, subject to favorable market conditions. No change of control with Repsol remaining the controlling shareholder and, as such, retaining control over the operations. Board of Directors will be composed of eight Directors as follows: (i) four to be appointed by Repsol, (ii) two appointed by EIG and (iii) the remaining two Independents appointed by both partners. Repsol will appoint the Chairperson, who will have casting vote. This transaction is approved by the Board of Directors of Repsol. The transaction is subject to customary regulatory approvals and Closing of the transaction is expected to take place within the next six months once the corporate reorganization of the Repsol Upstream business is done. The proceeds will support the growth of Repsol's capital deployment into Low Carbon Businesses, in line with its 2030 ambition for Low Carbon Business to represent 45% of Group capital employed. Additionally, Repsol will have the ability to optimize its debt structure, strengthen its balance sheet and/or accelerate shareholder distributions while seeking new opportunities aligned with Repsol's envisaged transformation.

Gibson, Dunn & Crutcher LLP advised Goldman Sachs & Co. LLC and JPMorgan Chase & Co. (NYSE:JPM) acted as financial advisor to EIG Global Energy Partners. Sam Newhouse and Simon Tysoe of Latham & Watkins LLP acted as legal advisor to EIG Global Energy Partners. Goldman Sachs & Co LLC, J.P. Morgan and Lazard are acting as capital markets advisors in connection with the financing of the transaction. PJT Partners Inc. (NYSE:PJT) acted as legal advisor to Repsol, S.A. (BME:REP). Oliver Bacon, Gareth Banfield, Loreto Carceles, Anne Claire Della Porta, Reed Ehrhardt, Jake Ely, Cathy Gilmartin, Kyle Heagney, Ruslana Hrischeva, Isabel E Lam, Pierre-Henry Maroteaux, Alessandro Muscarella, Reka Palla, Leopoldo Reano, Jaime Rodriguez, Carlota Roldan, Andrea Salgado, Raphaël Theiss, Marc Tkatcheff, Sylvain Cailleau, Antonio Martinez, Kenneth Rivlin, Sophie Roozendaal, Ignacio Ruiz-Camara, Iñigo del Val, Ignacio Ruiz-Camara, Thomas Wilkinson, and John Geraghty of Allen & Overy LLP acted as legal advisors to Repsol. Latham & Watkins and Andrew Ahern of Debevoise & Plimpton served as EIG's legal advisors.