DC-EIG/REPSOL

EIG, a leading institutional investor in the global energy and infrastructure sectors, today announced that it has entered into a definitive agreement with Repsol S.A. (“Repsol”) to acquire a 25% stake in Repsol Upstream, a newly-formed global exploration & production (“E&P”) company comprising Repsol’s entire global upstream oil and gas business. The strategic partnership delivers upfront capital to Repsol to increase its investment in the energy transition, specifically to support the growth of Repsol’s renewable power generation, renewable fuels, and circular products segments.

Under the terms of the agreement, a newly formed, wholly owned subsidiary of EIG, Breakwater Energy, will acquire the 25% interest in Repsol Upstream for total consideration of approximately $4.8 billion, including debt, with Repsol holding the remaining 75%, indicating a total enterprise value of approximately $19.0 billion for Repsol Upstream. The company will be majority controlled by Repsol and will be consolidated in the accounts of Repsol.

Repsol Upstream is a leading, gas-weighted global E&P company that will own and operate Repsol’s globally diversified portfolio of upstream assets, delivering cash generative and resilient operations around key regional hubs, with a focus on the United States. Repsol Upstream is forecast to produce approximately 590,000 barrels of oil equivalent per day for 2H 2022 and has proved and probable reserves of 2.3 billion barrels equivalent as at December 31, 2021, approximately 70% of which is gas. Repsol Upstream also holds contingent resources of 3.8 billion barrels equivalent as at the same date.

The business has committed to leadership in reducing greenhouse gas (GHG) emissions, initially adopting Repsol’s existing targets, including a 75% reduction of carbon intensity by 2025 from a 2016 baseline, and implementation of a decarbonization plan, including development of new short and medium-term GHG emissions reduction targets. The company also has a green exploration business targeting Carbon Capture and Storage (CCS), geothermal and hydrogen storage projects.

Repsol Upstream will maintain the business’s current workforce and existing management team. The company is expected to benefit from Repsol’s expertise as a benchmark upstream operator, as well as from EIG’s knowledge of global debt and equity capital markets and upstream experience, particularly in the United States, the North Sea, Brazil and Asia Pacific. Repsol Upstream will also benefit from EIG’s recent expertise derived from its successful formation, transformation, and public listing of Harbour Energy. EIG believes the transaction puts Repsol Upstream on a pathway towards future market liquidity—both Repsol and EIG foresee the potential to list the business in the U.S. from 2026 onward, subject to favorable market conditions.

“Energy transition informs every decision we make, and we are thrilled to partner with a global leader of Repsol’s stature on this compelling opportunity to lead change in our industry,” said R. Blair Thomas, EIG’s Chairman and CEO. “Evaluation of ESG impact is integrated into EIG’s core investment and portfolio management functions, and we look forward to working with Repsol, a world-class operator and energy transition leader, to continue building on the business’s ESG best practices. As the world looks to meet the twin goals of decarbonization and reliability, we believe this partnership is well positioned to help meet the growing global demand for accessible, efficient and safe energy.”

“Our ambition is to lead the energy transition, and this pioneering agreement allows us to maintain the strategic direction of the upstream unit and, at the same time, to boost the transformation of the company and its multi-energy profile to achieve zero net emissions by 2050,” said Repsol CEO Josu Jon Imaz.

As part of the transaction, EIG will have the right to nominate two members to Repsol Upstream’s eight-member Board of Directors. Four will be nominated by Repsol, with the remaining two as Independents. EIG will also have the right to appoint two senior executives to the Repsol Upstream leadership team, one to serve as ESG Director and the other to lead special projects, including IPO preparedness.

The transaction is expected to close within the coming six months, subject to customary closing conditions.

Goldman Sachs & Co LLC and J.P. Morgan acted as financial advisors to EIG in connection with the transaction. Goldman Sachs & Co LLC, J.P. Morgan and Lazard are acting as capital markets advisors in connection with the financing of the transaction. Latham & Watkins serves as EIG’s legal advisor.

About EIG
EIG is a leading institutional investor in the global energy and infrastructure sectors with $24.0 billion under management as of June 30, 2022. EIG specializes in private investments in energy and energy-related infrastructure on a global basis. During its 40-year history, EIG has committed over $41.5 billion to the energy sector through over 387 projects or companies in 38 countries on six continents. EIG’s clients include many of the leading pension plans, insurance companies, endowments, foundations and sovereign wealth funds in the U.S., Asia and Europe. EIG is headquartered in Washington, D.C. with offices in Houston, London, Sydney, Rio de Janeiro, Hong Kong and Seoul. For additional information, please visit EIG’s website at www.eigpartners.com.

About Repsol
Repsol is a global multi-energy company that is leading the energy transition with its ambition of achieving zero net emissions by 2050. Present throughout the energy value chain, the company employs 24,000 people worldwide and distributes its products in nearly 100 countries to around 24 million customers.

To achieve zero net emissions by 2050, Repsol is deploying an integrated model of decarbonization technologies based on enhanced efficiency, increased renewable power generation capacity, production of low-carbon fuels, development of new customer solutions, the circular economy, and by driving breakthrough projects to reduce the industry's carbon footprint.

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