Petersen Energía Inversora, S.A. Velázquez 9, planta 1 28006, Madrid, Spain Attn: Luis María Morales +34-915-750-008 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Person) |
Grupo Petersen Cerrito 740, 11o Piso (C1010AAP) Buenos Aires, Argentina Attn: Mauro R. Dacomo +54-11-5-555-0103 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Person) |
Transaction Valuation*
|
Amount of Filing Fee**
|
|
$89,603,993 | $3521.44 |
* | For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the Transaction Valuation was calculated on the basis of (i) the aggregate of 907 shares of common stock held by U.S. holders and 1,811,105 American Depositary Shares held by U.S. holders, that may be purchased in this offer to purchase and (ii) the tender offer price of U.S. $49.45 (forty-nine dollars and forty-five cents) per share of common stock or American Depositary Share. | |
** | The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, is U.S. $39.30 (thirty-nine dollars and thirty cents) per U.S. $1,000,000 (one million dollars) of the aggregate Transaction Value. Accordingly, the filing fee is calculated by multiplying the aggregate Transaction Value by 0.00003930. |
Amount Previously Paid: None
|
Filing Party: Not applicable | |||||
Form or Registration No.: Not applicable
|
Date Filed: Not applicable |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
þ | third-party tender offer subject to Rule 14d-1. |
o | issuer tender offer subject to Rule 13e-4. |
o | going-private transaction subject to Rule 13e-3. |
þ | amendment to Schedule 13D under Rule 13d-2. |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Petersen Energía Inversora, S.A. |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
BK, OO (See Item 3) | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Kingdom of Spain | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 (See Item 5) | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 393,313 Class D Shares (See Item 5) |
||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 (See Item 5) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
393,313 Class D Shares (See Item 5) |
|||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
393,313 Class D Shares (See Item 5) |
|||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
0.1% of the total Class D Shares outstanding. (See Item 5) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
2
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Enrique Eskenazi |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
AF, BK, OO, PF (See Item 3) | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Republic of Argentina | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 (See Item 5) | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5) |
||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 (See Item 5) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
ADSs: 98,328,198 (which representing 98,328,198 Class D Shares)* (See Item 5) |
|||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5) |
|||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
25.1% of the total Class D Shares outstanding (the 98,328,198 ADSs representing 98,328,198 Class D Shares). (See Item 5) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
3
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sebastían Eskenazi |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
AF, BK, OO, PF (See Item 3) | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Republic of Argentina | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 (See Item 5) | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5) |
||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 (See Item 5) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5) |
|||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5) |
|||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
25.1% of the total Class D Shares outstanding (the 98,328,198 ADSs representing 98,328,198 Class D Shares). (See Item 5) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
4
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Matías Eskenazi Storey |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
AF, BK, OO, PF (See Item 3) | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Republic of Argentina | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 (See Item 5) | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5) |
||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 (See Item 5) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5) |
|||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
ADSs: 98,328,198 (which represents 98,328,198 Class D Shares)* (See Item 5) |
|||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
25.1% of the total Class D Shares outstanding (the 98,328,198 ADSs representing 98,328,198 Class D Shares). (See Item 5) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
5
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ezequiel Eskenazi Storey |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
AK, BK, OO, PF (See Item 3) | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Republic of Argentina | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 (See Item 5) | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5) |
||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 (See Item 5) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5) |
|||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
ADSs: 98,328,198 (representing 98,328,198 Class D Shares)* (See Item 5) |
|||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
25.1% of the total Class D Shares outstanding (the 98,328,198 ADSs representing 98,328,198 Class D Shares). (See Item 5) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
6
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Petersen Energia, S.A. Petersen Energia Pty Ltd. Petersen Energia Inversora Holding GmbH |
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7
Item 10. | Financial Statements. |
Item 12. | Exhibits. |
(a)(1)(A).1
|
U.S. Offer to Purchase, dated September 11, 2008 | |
(a)(1)(A).2
|
Argentine Offer to Purchase, dated September 11, 2008 (English translation) | |
(a)(1)(B)
|
U.S. Form of Acceptance for Shares | |
(a)(1)(C)
|
U.S. Form of Withdrawal for Shares | |
(a)(1)(D)
|
Form of Letter of Transmittal with respect to the ADSs | |
(a)(1)(E)
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for ADSs | |
(a)(1)(F)
|
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for ADSs | |
(a)(1)(G)
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for Shares for U.S. Offer | |
(a)(1)(H)
|
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for Shares for U.S. Offer | |
(a)(1)(I)
|
Form of summary advertisement, published on September 11, 2008 | |
(b)
|
Loan Agreement between Banco Santander, S.A., and Purchaser, dated June 6, 2008 (English translation) | |
(d)(1)
|
Stock Purchase Agreement, among Repsol, certain of Repsols affiliates and Petersen SA, dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008) |
8
(d)(2)
|
First Option Agreement, dated February 21, 2008, among the Eskenazi Family and Repsol (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008) | |
(d)(3)
|
Second Option Agreement among the Eskenazi Family and Repsol dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008) | |
(d)(4)
|
Shareholders Agreement among Repsol, certain Repsols affiliates, and Petersen SA dated February 21, 2008) (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008) | |
(d)(5)
|
Security Agreement under Senior Security Term Loan Facility dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008) | |
(d)(6)
|
Security Agreement under Seller Credit Agreement dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008) | |
(d)(7)
|
Intercreditor Agreement dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008) | |
(d)(8)
|
Assignment of Dividend Rights Agreement, among Petersen SA, Repsol, and YPF dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008) | |
(d)(9)
|
Registration Rights Agreement among YPF, Repsol, Petersen SA, HSBC Bank plc, and Credit Suisse, London Branch, dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008) | |
(g)
|
Not applicable | |
(h)
|
Not applicable |
Item 13. | Information Required by Schedule 13E-3. |
9
By: |
/s/ Mauro
Dacomo
|
Title: | Consejero Secretario del Consejo de Administración |
By: |
/s/ Mauro
Dacomo
|
Title: | Attorney-in-Fact |
10
(a)(1)(A).1
|
U.S. Offer to Purchase, dated September 11, 2008 | |
(a)(1)(A).2
|
Argentine Offer to Purchase, dated September 11, 2008 (English translation) | |
(a)(1)(B)
|
U.S. Form of Acceptance for Shares | |
(a)(1)(C)
|
U.S. Form of Withdrawal for Shares | |
(a)(1)(D)
|
Form of Letter of Transmittal with respect to the ADSs | |
(a)(1)(E)
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for ADSs | |
(a)(1)(F)
|
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for ADSs | |
(a)(1)(G)
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for Shares for U.S. Offer | |
(a)(1)(H)
|
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for Shares for U.S. Offer | |
(a)(1)(I)
|
Form of summary advertisement, published on September 11, 2008 | |
(b)
|
Loan Agreement between Banco Santander, S.A., and Purchaser, dated June 6, 2008 (English translation) | |
(d)(1)
|
Stock Purchase Agreement, among Repsol, certain of Repsols affiliates and Petersen SA, dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008) | |
(d)(2)
|
First Option Agreement, dated February 21, 2008, among the Eskenazi Family and Repsol (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008) | |
(d)(3)
|
Second Option Agreement among the Eskenazi Family and Repsol dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008) | |
(d)(4)
|
Shareholders Agreement among Repsol, certain Repsols affiliates, and Petersen SA dated February 21, 2008) (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008) | |
(d)(5)
|
Security Agreement under Senior Security Term Loan Facility dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008) | |
(d)(6)
|
Security Agreement under Seller Credit Agreement dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008) | |
(d)(7)
|
Intercreditor Agreement dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008) | |
(d)(8)
|
Assignment of Dividend Rights Agreement, among Petersen SA, Repsol, and YPF dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008) | |
(d)(9)
|
Registration Rights Agreement among YPF, Repsol, Petersen SA, HSBC Bank plc, and Credit Suisse, London Branch, dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008) | |
(g)
|
Not applicable | |
(h)
|
Not applicable |
11