SEC no-action letter: Petersen Energía Inversora S.A. tender offer for YPF S.A.

MAlN TOWER

NEUE MAINZER STRASSE 52

603 1 1 FRANKFURT AM MAlN

t 49 (69) 97103-0 COL.OGNE
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,<C',,T2AN",A,, FACSIMILE + 49 (69) 97103-199 AX<A, ,,I PA,%,,,,># ,>,rns!,"r,8, WWVJ CLEARYGOTTLIER COM I'ROF Llli rllRK ZCHI:OEDLII ,,L<,,, A?>",A, 7 r>R lill?<;,-N I &I1 G-R >,LcHr-,N",A, 3 NEW YORK . WASHINGTON, DC - PARIS . BRIJSSELS IOHN PAILCNHtti<l A, 8 ,<m,a L,,>., ,,,.,,> LONDON . MOSCOW . COLOGNE h,, ,.M+CR "r ,,,, ,a, 5" "onk L, ,,,, ROME. MILAN . HONG KONG . BEIJING i)R H(IMINA POLLLY ~/rllT.,llYnl l,,, 1212 0 1 IVFIi 5( IIRODLII ,8, r L,, AW.,A, , Dl1 l r nANlL1 WFYUL UR MICHAEL nlri MS ,2,, H, ,,!<>$,,>L, ,, UCRDL,%,,,, " 8 ,<,,, #>W,,, 7 h,, ,M,,,""rT,+, ,,,>"""",,",a ,<r,",>,,,0,,,,r ,,r$.,",,,~o,\m Scpteiiiber 8, 2008 S~CIII-ities Exchange Act of 1934 Rule 14d-10(a)(l) Rule 14c-5 Rule 14e-l(c) Office oS Mergcrs and Acquisitions Division ol' Corporation Financc Securities and Exchangc Comniission 100 F Street, NE Washington, DC 20549-7553 Attention: Ms. Michele Anderson, Chief; Office of Mergers and Acquisitions

Ms. Christina Chalk, Special Counsel

Ms. Josepl-line Tao, Assistarit Director

Re: Proposed l'cndcr Offers by Pcterscn Eiiergia Inversora, S.A. and Enriquc Eskenazi, Sebastiin Eskenaz~, Matias Eske~iazi Storey and Ezequie! Eskenazi Storey Sor Class A Sharcs, Class B Shares, Class C Sharcs, Class D Sl~aresand ADSs oS YPF S.A. Ladies and Gentlemen:
We arc writing 013 behalf of our client, Petersen Energia Inversora, S.A, a variable stock coiporation (soc~edad arzcitzirna) organized ~~ndcr thelaws oC the Kingdoni of Spain ("I'etersen SPV"), indirectly coritrolled by Enriq~~e Eskenazi, Sebastian Eskciiazi, Matias Eskciiazi Storey and Ezequiel Eskciiazi Storcy (collectively, the "Eskenazi l~aii~ily"). On behalf of the Bidders, we rcspectliilly recluest that the Securit~cs and Exchangc Corriiiiission (the "Coiiiiiiissior~") grant exernptive relief from the provisions of Rule 14d-

COLOGNE OFFICE 4-49(221 ) 80040-0 FACSIMILE -149(221) 80040- 199

IO(a)(l) and Rule 14e-5, as pio~nulgated under the Secur~t~cs Exchange Act of 1934, as arncnded (the Exchange Act"), and that the staSS of the Commission (the "w')confirnm it will not rccornnlend enforcen~ent action undcr Rule 14c-l(c) under the J<xchange Act in connection with the all-cash tender offers for all of the outstanding (1) Class A Shares, Class B Sharcs, Class C Shares, and Class D Shares (collectively, the "Shares"), and (ii) Arncrican Depositary Shal-cs, each representing one Class D Share (the "ADSs," and together with t11e Shares, collectively, the "Secuiities"), of Y PF S.A., a stock corporation (sociedad anoizzrna) organized under the laws of the Kepubllc of Argentina ("YPI;"), proposed to be conducted by Petersen SPV and the Eskenazi Family (collcctivcly, the "Bidders") in the United States and Pcterscn SPV in Argentina as described herein (the "Petersen Offers"). On lkbruaiy 21, 2008, the Eskenazi Fanlily and Petcrsen Energia, S.A., a stoclc corporation (sotietrTad anorzir7za) organized undcr the laws of the Kingdoin of Spain and ind~iectly wholly-owned by the Eskenazi Family ("Petersen SA"), entered into the Sollow~ng agreements:

'The Stock Purchase and Sale Agreement among Kepsol YPF, S.A.
("Kepsol"), certain of Kepsol's afiiliates and Petersen SA (the "EL"), pursuant to which Petcrsen SA acqmred 58,601,606 ADSs of YP1; 011 Fcbruary 2 1, 2008 (the "Acq~~isition") representing 14.9% ofthe total outstanding capital stock of YPF at a prlce per ADS ofUS$38.13758.
I'he First Share Purchasc and Salc Option Agrecinent (the "First Option"),
by and between Kepsol and the Rsker~azi Family, granting the Eskenazl Family the right to acqulre fiom Kepsol 393,3 13 Class D Shares or ADSs, representing 0.1% of the outstanding capital stock of YPF at the pricc per share calculatcd pursuant to an exercise price formula set forth in the First Option.
The Second Sharc Purcllasc and Salc Option Agrcerrlcnt (the "Second
Option"), by and between Kepsol and thc Eskenazi Fam~ly, granting the Eskenazi 1;arnily thc right to acquire from Kepsol up to 39,33 1,279 Class D Shares or ADSs, representing 10.0%) of the outstanding capital stock of YPF at the price per share calculated pursuant to an exercise pricc fornlula set Sort11 in the Second Optlon. 1 'The agreenlents between the Eskenazi Fanlily and Kepsol were ei~tered illto as
part of a series of transactions whereby Repsol is seeking to divest a substantla1 portion of its
In conncct~on wttli the cntt y ~nto the SPA, the F~rst Opt~on and the Second Optlon, thc Eske~~az~ Fam~ly, act~ng tli~o~gh Petcrsen SA, mteted into a Sha~ei~oldcrs' Agreement dated Feb~uary 21, 2008 (filed as Uxhtbtt 7.02 to the Schedule 13DiA filed by Rcpsol on Fcbruary 22, 2008) pursua~ito wh~cli Itepsol ga~ited Petctsen SA, among othcr th~ngs, the right to appolnt certa~n dtiectors and officers of YPF atid customary protecttons for rntnot~ty slia~cliolders (the "Slia~eliolders' A~rcement") I

holding in YPF, including by way of a secondary publ~c offering of additional Class D Shares (the "Secondary Public Offcriiig"). Pnor to these transactions, Repsol owned 99.04% of the total outstallding capital stock of YPI;. On May 7, 2008, the Eskenazi Family assigned all of its r~ghts and obligations under thc F~rst Option to Pctersen SPV and, on May 20, 2008, Petersen SPV exercised the F~rst Optloll. At the consumii~at~on ofthe excrcise of thc First Option, the Esltenazi Fanlily will indirectly own a total of 15% of the outstandiilg sharc capital of YPF.~ The by-laws (estututos) of YPF (the "By-laws") rcqulrc any person acquiring dircctly or ind~rectly 15% or iuore of the outstarid~ng share capital of YPF to satisfy a series of conditions, which ~nclude the rcyuirement that such person make a tendcr oir'er to all holders of Shares and securities convcrtiblc into ~llares' in coillpl~ailce with the ternls arid condit~onset forth in the By-laws. Accord~ngly,as a result of the First Option, the Eskcnazi Faimly is obliged to conduct tllc Petersen Offers to comply with the rcquircment of the By-laws. However, neither the Acqrlisit~on nor the acquisition of Secur~ties from Repsol pursuant to the First Option and the Second Option is conditioned on Petersell SPV acquir~ng any Sccur~tics undcr tlle Offers. Repsol, which cuently holds 330,940,230 Class D Shares (including ADSs representing Class L) Sharcs), representing 84.14% of tlie total outstanding capital stock of YI'F, has agreed undcr the First Option not to tender its Sccwitics into the Petersen OSSers. 'The Petcrsen OSfers will be made, thcrelorc, for the remaining publicly hcld Securities, representing, in the aggregate, lcss than 1% of the outstanding share capital of YPF. Because thc ADSs and tlie Class D Sharcs underlying them are registered under the Exchange Act and listed on the NYSE and all the Class D Shares are listed on the Buenos Aires Stock Exchange ("BASE"), both the Argentine and U.S. rcgulatory schcmes arc applicablc to an offer to purchase the Securities. As fui-thcr discussed below, conflicts between the Argentine arid lJ.S. regulatory schemes, including in pai-ticulai- conflicts regarding the tern1 of any oSSer and the cxtension of tender oSfcrs, render a ~mitary oSSer in Argentina and the lJnited States impract~cal. 'Therefore, a dual tender offcr structure is required to comply with the U.S and Argentine regulatory schemes. Thc Eskcnazi 1;ainily proposes to fulfill its obligations under the By-laws to makc an offer for all of the outstanding share capital of YPI; by simultaneously launching the Petersen Offers, consisting of (i) a I Jnited Statcs tender offcr by the Bidders (thc ''U Offer") made to all holders oS ADSs (whethcr or not held by lJnited States persons) and to holders of Shares that are United States persons, aiid (ii) an Argentine tender offer by 2 IJnt~lthc sale pursuant to thc F~rst Opt~on is completed, the Bskcnnzi Falnlly, through Petelscn SA,
ind~rectlyowns 14 9% and Rcpsol owns 84 14% of the total outstanding sharc capital oTYPF, respect~vely 3 No secutles convert~ble Into Sharcs ale curlently outstandlng

Petcrseri SPV (the "Argentine Offcr") nlade to all holders of Shares, as required by the Rylaws and tlie Rcgulatioi~s (as defined bclow). As mandated under tlie By-Laws and the Regulations, U.S. liolders will bc able to leiidcr Shares into either of tlie Pelerscn Offers, at tlicir option. As described nlore fully bclow, to nicct Argentine merger control requirements, Pelerscn S.A. has iequested tliat tlie Chnzisrcin Nuczonal de Defensa de lrl Coyi.zpetcnczu (thc "Argentine Arit~trust Authority" or "CNDC") approve its acquisition of Securities fi-om Repsol and pursuant to tlic Offcrs. If sucli approval is obtained prior to the expiral~on of the Offers, thc Ridders will pay the purchase price for ally Securities tcndered and acccpted in llie U.S. Offer ~roniptly aftci expiration. If, howcver, the approval of llie CNDC lias not becn obtained prior to the expiration of the Offers, Petersen SPV lias obtained tlic authorization (the "CNV ~uthorizaliori")~ ofthe Conzls~cin Naciorzal de Vhlores (the "Argentiiic Securities Commission" or "CNV") to delay paynlerit for Securities in the Argentine Offer pending reccipl of the CNDC approval until a later date "certain" detesnlincd by Peterseri SPV provided that sucli date is "reasonablc" ("prudente") in light of the circumstances. Pcterseii SPV has secured financing for the OSfers provided thal amourits conimitted thereunder are drawn by no later Ihan January 15, 2009. Accordingly, the R~dders intend to rescrve the right lo dclay payment for tcndercd Securities until January 15, 2009. IT the CNL)C approval lias not bccn obtained by such date, llie Bidders will proniptly terniiriatc the Offers and return any tendered Securities. Furlherniore, if prior lo January 15, 2009, tlic CNDC issues an approval that is nlade sul3ject to conditions that are nlater~ally adverse lo YPF (any such approval, a "Conditioned Approval"), or notifies the Bidders that tlic CNDC approval will be denied (any such notice, a "Denial Notice"), the Bidders will proniptly tliercafier terminale the Offcrs and return all tendered Securities (and will unwind thcir carlicr purchases of Securities froni Repsol). Tendering holders will havc willldrawal rights uritil tlic laler of (i) the expiralion of thc Pelersen Offers and (ii) such time as tlie Bidders announce tlial the CNLX approval has becn obtained and tliat tliey will pay tlie purchase price. Bidders:
In connection with the I'cterscn Offcrs, wc hercby request on behalf or tlic (1) exemptive relief froni Rule 14d-lO(a)(l) under the Exchangc Act to pcnnit the dual tender offer slructure of the Petersen Offers described hercin; (ii) exeiiiptive relief frorri Rule 14e-5 under the Exchange Act to permit Petersen SI'V to make the siniultaiicous Argentine Offer and to arrange to purchase Shares pursuant thereto aftcs aniiounceniei~l of, and prlor to tlie tcim~inatiori of, Ihc U.S. OfTer; and A copy of the CNV Authortzatron and a trai~slation thereof rnto English ate attached hcreto as Annex A 4

(~ii) that thc Staff confirm it will not recommend cnSorcernent action under Rule I4c- 1 (c) under the Exchange Act if the Biddcrs delay the purchasc and payncnt lor, or the return of, Seciir~t~cs tendered in thc Peterscn Offers until the recc~pt or denlal of the Argentine nlergcr control regulatory approval as described herein, siil?ject to the right of tendering shareholders to withdraw their tendered Securities prior to such time as Petersen SPV announces that thc lrierger control regulatory approval has been obtained, and provided that Peterscn SPV (x) ailrlounces within one business day after Petersen SA has been servcd with notlce of such regulatory approval, that the merger control regulatory approval has becn obtained hy issuing a press rcleasc and amending the Schedule TO (as dcfined hercin), and (y) pays for the Sccuritles tendered in the U.S. Offer within three business days after the datc ol such announcerncnt anti in any event not latcr than paynent for Shares tcndercd In the Argentine Offer. On June 30, 1999, the Commission granted exemptions Srom Rules 14dIO(a)(l) and I Oh-13 (now Rulc 14e-5) to Repsol in connection with Repsol's dual cash tender ofSers 111Argentina aild thc 1Jnlted States to acquirc all of the outstanding Securities of YPl; (thc "Repsol OfSers"). See In the Mutter of liepsol S A. Terzdet- 0fJcr.fot- Slzr~t-es and AD,% ofYPF', ,S.A ,File No. TP 99-144 (June 30, 1999). Insofar as Rule 14d-10(a)(l) and Rule 14e-5 under the Exchange Act are concerned, the relief we hereby requcst is substantially identical to the relics granted 111 respect 01the Repsol OSfers in 1999 and w~ll pcnrllt the Petersen OfSers to be nladc rn a manner that is othcnvisc 111full compliance w~th the Exchangc Act. I11 addition, we belleve that our request that the Starf con fin11 that it will llot reconlnlend enforcement act1 on iinder Rill e 14e- 1(c) 1s corislstent with confinllat ions given by the Staff in connection with othcr cross-border teridcr offcrs, as discussed below, and will permit the Petcrsen OSSers to be ride in a manner consistent with the relevant Argentine regulatory requirements. We are acting as IJnlted Statcs counsel to the Bidders in connection wlth thc Pcterscn Offers. Thc descr~ptions contained in this lettcr of the Argentine regulatory regime rclating to the Pcterscn Offers and the related transactions are based upon the legal advice rcndercd by the law firm 01Broils & Salas, wl~lch is acting as Argentine counsel to the Blddcrs, whose opinion we attach hereto undcr Annex B. Background Informat ion YPF is a corporation (sociedud andnztna) organized imdcr thc laws oS the Rcpubllc of Argentina. According to YPF's Annual Report Sor fiscal year 2007 filcd on Foim 20-F on April 16, 2008 ("YPF 20-F"), YPF 1s Argentina's leading cnergy company, operating a fiilly ltcgratcd oil and gas chain with leading market positions across the domestlc upstream and downstrcani scgtl~cnts. YPF's upstream operations cons~sto1thc
exploration, development and production of crude 011, natural gas and 11quefied petroleum gas. YPF's downstrcain operat~ons include the refjning, marketing, transportation and di~tbution of 011 and a wide range of pctrolcum products, pctrolcum derivatives, petrochemicals, liquid petroleun~ gas and hio-fiiels.

--
YPF's sliarc capital is d~vided illto Sour classes. FIowevcr, rrlore tlian 99% of

the outstanding Secur~ties are ('lass D ~hares.~ Of the outstanding Class D Sliares not cui-rently owned by Petersen SA, Repsol owns approximately 84% and has agreed pursuant to tlic First Option and tlie Shareholdcrs Agreenlent not to tender ~ts Securities in the Pctersen OSfers. Furthennore, it is not anticipated tliat any holders of Class A, B or C Sliares (none of whicli are registered under tlie Exchange Act), wliich together represent lcss tlian 0.3% of the outstanding share capital of YPF, will tender their Shares in the Peterscn Offers.0 Therefore, the Peterscn Offers arc effectively for less tlian 0.93% of the total Class D Shales outstanding (and less tlian 1%) of the total share capital of YPF).~ The Class D Shares b-adc on the BASE under the sy11ilm1 "YPFd7'. The ADSs, cacli rcprescnting one Class LI Share, are listed on tlie New Yol-k Stock Exchange (tlie "NYSE") undcr tlie trading synibol "YPF. The ADSs and the ('lass D Shares tlicy represent are thc only securities of YPI; registered under the Exchangc Act. Thc ADSs began trading on tllc NYSE 011 June 28, 1993, and are ~ssued by Thc Bank ofNew York, N.A. as depositary. YPF is sul3jcct to the informational rcporting requirements of the Exchange Act and files periodic reports on Fomis 20-F and 6-K with the Commission. YPF is a "foreign private issucr" as defincci in Rule 3h-4(c) proniulgatcd under the Exchange Act. According to the YPF Registration Statement, as of December 3 1, 2007, there were approxiniately 93 liolders of record of ADSs. Tlic Bank of Ncw York, the Depositary for tlie ALISs, recently informed us that DTC7s records showed a total of95 record holders of ADSs. In November 1992, thc Argcntiiic govcnimcnt established procedures for YPF's privatization. As a rcsult of a scries ofpuhlic offcriiigs, approxinlately 75% of YPl;'s outstanding share capital was held by the public 111 1997. Beginiiing in January 1999, Repsol acquircd Shares and ALISs tllrough a seiies of block purchases and tender offers, incluciing the Repsol OSfers to purchasc all outstanding Shares and ADSs consisting of dual cash tender offers in thc lirlited States (open to all holder oSAL)Ss and all holders of Shares tliat were IJii~tcd States States persons ! ). crsons) and in Argentina (opcn to all holders of Sliares who wcre not Un~tcd As a result oS tlicse transactions, as of Deceinber 3 1, 2007, Rcpsol owned a 5 Accotdirlg to the YPF 20-F, as of December 31, 2007, there wele (1) 3,764 Class A Sllarcs tssucd and outstandit~g, (11) 7,624 Class B Shares ~ssued and outstand~ng, (111) 105,736 Class C Sllaics ~ssued and outstandlng, and (IV) 391,195,669 Class D Sllares ~ssued and outstanding, of \vh~ch ;ipprox111iately 224 5 mlllion \yere teprcsetltcd by ADSs 0 Accold~ngto tlic YPF 20-F, all of tlie outstand~ng Class A Shares arc held by the Argent~nc govertlnlcnt, all ol'tllc outstaind~ng Class I3 Shares are held by ce~taln Argentine provlnccs and Class C Sllares form part of an employee sllale ownersli~p
plan 7 Excluding ADSs owned by Repsol or Petelsell SA, outstandlng ADSs leprcsent 0.46% of tlle total uumbcr of outstandi~ig Class L) Shares. S S~nccthe time of tlie Repsol Offets, tlie Ilegulat~ons have heen aniendcd to plov~de that a tender offer In Argentina must be opcn to all lloldcrs of shares, \vherc\tel located Accordingly, the Argcnt~ne Offcr wlll be opcn to U S holders Tllerefore, even 11 YPF quahfied for tlie T~el 11Exelnption on tlie bas~sof the percetltagc of 17 S lioldcrs, the T~er I1 Exeiiipt~on wo~rld not bc ava~lable because the lleg~ilationsrequire that the Argentine Offcr he opcn to U S holdets

total of 389,548,900 ADSs and Class D Shares,') and therefore controlled YPI: through a 99.04% ownersliip i riterest. According to tlie YPF 20-F, subsequent to Peterseii SA's purcliase of ADSs pursuant to the SPA, Repsol bciieficially owncd 84.14% ofthe outstanding Securities, Petcrsen SA owncd 14.90% of tlic outstaiiding Securities, 0.93% of the outstaiiding Securities were owlicd by the publ~c, 0.01% were Class A or Class B Sliarcs lield by the Argerltiiie fcderal govcrnmciit aiid certain Argeiit~ne provinces, respectively, and 0.03'% were Class C Sliarcs held by an eiiiployee share ownersliip plan. Of the 3,65 1,833 Class D Sharcs lield by tlie public 1,811,105 are represented by ADSs and, according to the stock register or YPI;, only 907 of the rciiiaiiiing Class D Shares are held by U.S. persons. Assuming that 1J.S. persons owned all ADSs licld by tlie public, U.S. pcrsoris account Sor approximately 48.05% of tlic Securitics that arc not held by Rcpsol and Petcrsen SA. Provisions of the By-laws 111 Argentina, a tendcr offer for tllc Securitics is regulated by tcnder offcr regulations lirst issued by the CNV in 1999 (as amended, tlic "Rcgulations"), aiid Presidential Decree No. 6771200 1, as amended. In the case of YI'F, any tender ofler is also regulated by tlie By-laws. At tlie time tliat the By-laws wcre adoptcd i11 1993, Argentina did not have a body of law regulating takcovers of corporations such as YPF. I11 particular, Argcntinc regrllatiolis provided 110 spccilic guidaiicc as to tlic procedures to bc Sollowed in seeking control of sucli corporations, commencing a tender offcr, the nature oS the rights to be asforded to stockholdcrs, or the disclosure staiidards applicable thereto. Accordingly, thc Bylaws contain provisions that seek to cstablisli a substitute for sucli a regulatory sclienic. 'Tile adoption oS the Rcgulations in 1999 marked the first significant cliangc in Argciltina's tender offer regulatory schenic slnce the By-laws wcre adopted. Today, a tender ol'fer Ihr the Securitics must satisfy tlic requil-eiiients of the By-laws and the Regulations, both of which have been amended from t~iiie to t~iiie. The By- laws, as 111ost recently aiiierlded on April 24, 2008, contain a comprcliensive set or rules relating to certain acquisitions 01the outstaiiding share capital of YPI;. Specifically, the By-laws provide tliat, as a condition to any acquisition of any Security (or convertible security) tliat would result in tl~e acquiror owiiiiig or exerc~sing control over Shares representing 15% or iiiore oSYPF's outstaiiding share capital, such acquiror iiiust obtain the prior approval oS the Argentine govcninierlt as holder of the Class A Sl~ares at a spccial shareholders meeting. I11 addition, unless the prospective purchaser coiiiplics w~th tlic talteovcr procedures set forth in the By-laws, it sliall be forbidden to acquirc Shares or other securities of YPF, whether directly or indirectly, by any means or instruiiicnt, (mclud~ng
within thc meaning of the tern1 "securities", but witliout limitation, debentures, corporate bonds anti stock coul~ons) convertible into Sharcs when, as a consequence of sucli ) Accoldll~gto the YPF 20-F, Repsol was the bolder ol 222 8 m~ll~onADSs at I)eccmbc~ 3 1, 2007

accluisit~on, the purchaser will hecolnc the holder of, or exercise the control of, Class D Sharcs which, in addition to the purchaser's prior holdings of such class (if any) represent, In the aggregate, 15%) or Inore of the capital stock, or 20%) or morc oftlle outstariding Class D Shares, if the Shares that represent s~lch20% constitute, at thc same time, less than 15% of the capital stock."' l'he prospect~ve purchaser thus must n~altc a public offer to acclulre all the Secur~ties and all coilvert~hle securit~cs of YPF (of which thcre arc none outstalldlng according to the YPF 20-F). llnder the By-laws, a public offer rcquircs that:"

the offeror notify YPF of any intended ofSer at least 15 business days
prior to connnenccment of the offcr (the "mnlpany Not~ce"), including all of the material terms and conditions of the offer and of any agreement or prelinliilary agrcenlent entered, or planned to he cntered, into by thc b~ddcr with any holder of shares oS Y PF, including the proposcd pricc, the nlinimunl numbcr of sccurities sought in the ofrer and thc scheduled commenccment and expiration dates;
the YPF board (i) convene a meeting of the Class A shareholdersJ2 to
bc held 10 business days after receipt of the Coinpany Notice, and (ii) ~ssucits rccori~mcndations w~th rcspect to the offer to the Class A sl~areholders:
The Argcntinc govcrnrnent, as the sole holder of Class A Shares,
approve the acquisition of Sharcs, representing 15'X) or more of YPP's outstanding cap~tal by the OfSeror (or ~ts affiliates).
YPF dcliver a copy of thc Company Notice to cacl~ shareholder by
mail at the offeror's expense;
the offeror dcliver a copy of the Company Notice to each shareholder
that so requests, by mail or by any otller means at the offeror's cxpense;
the offeror publish an announcen~cnt substantially similar to tllc
Company Notice at least oncc a weck, in newspapers in both Argentina and in New York, stating on the date thc Company Noticc 10 Notwitlista~iding tlie fo~egolng provlsloiis, (I) acqu~sitions by the liolde~ or the person excrclsiiig the contiol of Slid~es repieseiiting nio~c than 50% of the cap~td stock, and (11) any subsequent acq~iisit~oiis by any holdcr or tlic person exercrslng the control of Shares represcnt~iig 15% or more of the cap~kl stock, or 20% or mole of outstandrng Class D Sharcs, II the Slidlcs reprcsenting such 20% const~tutc, 'it tlic same tl~iie, lcss tliaii 15% of the cap~hl stock, provrdcd the Shares tlie p~lrchase~ already holds or becomes a holdc~ of (including the shares it held prlol to tlie acqu~s~tion and those ~t acquilcd by vlrtue tliereof) do not excced 50'% of tlic capital stock, sliall be excluded from tlie appllcat~oo of tlie takeovcr proccdur es I'hc YI'F 20-1; contarns an Engllsli trc~nslat~oiif YPF's By-laws as in cffect on Apr~l 16, 2008, which does iiot include tlie Apr~l 24, 2008 amendnient described herc~n 12 I'he Argent~ne govenlmcnt is the sole holdel of thc Class A Sharcs

is delivered to YPIT and continuing until the expiration datc of thc o Sfcr ;
7. all holders of Securities be offcred the sarnc price in such of'f'er;
8. the price offered not be lcss than the highest of several speciiied
prices, including (a) the highcst price paid by thc orferor within two years preceding the offcr, (b) the highest sclling price of the Y I'I; shares during tlic 30 days preceding the dellvery of the Conlpany Notice, (c) the highest price during such 30-day pcriod multiplied by a specified ratio, and (d) the price obtained by rnultlplying the net ~ncorrlc of Y I'F for ccrtain spec~ficd periods by ccrtain spcci Lied multiples;13
9. the offer be made to all holdcrs of' Shares, wherevcr situated;
10. all holders be provided with withdrawal rights that survive until the
expiration of the offer; and
11. the offcr be held open for no lcss tliarl20 business days and no more
than 30 busiricss days fi-om the date of authorization or the offer by the CNV and the orr'eror must cxtend the term ofttic offer 5 to 10 additional bus~ness days, to give to those holders that have not acceptcd the offcr during the orlglr~al tcml an oppol-tunity to do so during such original term. 14 I'rovisions of thc Regulations The By-laws must be observed in conjunction with the Rcgulat~oris, whicli arc generally applicable to tcnder offcrs in Argentina l5 The Kegulations provlde that any person or entity that intends to niakc a public dfer for the accluisition oS capital stock of a business organization must first obtain the approval of the CNV and follow a prescribed regulatory procedure. Spcc~lically, the Kegulations provide that:

on the day that the tcrms of the ol'fcr are first publ~shed in Argentina,
the bidder ruust subm~t to tlie CNV an announcement of the offcr wl.iich should contain a complete description of all of the charactcrist~cs of the offer; I3 Thls requlrenient cffectrvely fixes tlic prtce pad by I-'ctcisen to Rcpsol In the Acqmslt~on as tlic minlmum prlce that could be pad tn tlic Pctetsen OSSers Thc Regulatlons requlre the putchaser to extend the tarn of the offci 5 to 10 addit1on:il business days, to enable holders that liavc not accepted the offer dur~ng the ong~ial tern1 an oppoituntty to do so dunng such addttional term The By-laws contemplate that the b~dder may be requlrcd to satrsfy additronal requlremcnts ~mposed by foteigl regulat~ons that are apphcable to tlie offel msoSar as ~t 1s conducted with lcspcct to secui rtlcs held outstde Argentina I5 An Etiglrsh translation of certain provlslons of tlie Regillattons 1s attached hereto 14
coricuirently with making its subn~iss~on to thc CNV, the bidder must
give thc target coilipany a dctailed noticc of the terms and conditions of the offer;
on the day that thc announcement of the offcr 1s filed with the CNV,
the bidder must publish the terills and conditions of the offer in the Bulletin of thc BASE Sor at least oiie day and in a newspaper of wide circulation in Argentina for a period oS at least three consecutive days, and idcntify where and how tlie ofSer will be nladc available to interested pcrsons; 16
within I0 business days fi-om thc last publicatiori of tlle ternls and
cond~t~ons of the offer, the offeror must file wit11 the CNV (a) all inforniation about thc targct company known to thc offeroi- which is not of publ~c knowledge and would bc relevant Sol- a sl~archolder of tlic targct in deciding wl.iether- to accept or rejcct the oSfer, and a statement as to whether such inSormation has been provided by the target company or by a tliird party, (b) ~nfor~llationand documentation about the bidder and its participation 111, or rights relatcd to, thc capital of thc target company, if any, (c) an offering men~orandum drafted in accor-dance with the applicable foi-111, ((1) ail irrevoca13le un~latei-a1 promise to purchase all the target securities, and (e) other relcvarit documentation and inforniation;
as from the fil~ng of tlic ofSering memoranduri~, the CNV has a 15
busincss day penoci to comment on the offer before such ofSer may proceed, arid such period is inteirupted if the CNV makes commcnts or requests clarilicatio~~s during the pcriod froin the receipt of such cornmcnts or requcsts until the resubniission of terms and conditions of the offcr to the CNV. Should the CNV nlake no conimcnts or clai-ification requests, or if such comments or requests are made, once they have been addresscd arid resubmitted, then the offer shall be decnled to be approved upon the expiration of the 15 bus~ncss day pcriod, the oSfcring pcriod commences and the offcror may proceed with the public oSSer procedure;
the offcr must then be held open for a minimum of 20 business days
and a maximum of 30 business days Srom tlie day on w111ch the public ofset- was autlloi-ized, and the offeror is obliged to extend the tei-111 of the offer, at its option, between 5 to 10 additional business days, to give to those holders that have not accepted the offcr duririg the original tci-111 an opportuinty to do so during sucll additional temm; and I 0 Il the CNV makes comments on the offcr and the b~ddcl IS compelled to mod~fjr the offer, such modrlicatlons ale required to be published In suhstant~ally the samc manner

once an offer is made, the target company's board of directors is required to glve an oplnlon, witllin 15 buslness days after receivlrig notlce of the offcr, as to the reasonableness of tlie offered price. 'The board also is required to (a) make a recommendation to 1.iolders as to whether to accept or reject the offer, (b) mform sharcholders of any decision made or under rcvlew by the dllectors that may be relevant In connection with the sharcholders' decision, and (c) infomi sharelioldcrs as to whether the directors and executive oflicers intend to tender their shares in the orkr. The Rcgulations specify that, with respect to the prcscrlbcd minimulri and nlaxinlum ofkr periods, the Regulations override any contrary provisions of tlie estatutos, or by-laws, of any company and that any such conflicting provis~onsare automatically anlended to conforni to tlie Regulations. Because the Regulations specify a maximum total tern1 of any tender offer, no further extensions are allowed beyond such maximum total term. Many of the issues relating to tcnder offers that are regulated by the Exchange Act arc not covered hy the Regulations. For example, the Regulations do not contain provisions relating to withdrawal nghts, proration, equal treatment or any other nlaltcr not specified above. Wlth respect to YPF, these issues continue to be goveilled solely by the Bylaws. The Regulations also do not contaln any speclfic disclosure rules except as described above. There are certain aspects of the tender offer process mandated by the Regulations and the By-laws that conllict w~tli U.S. law with respect to tcnder offers. Most significant, perhaps, pursuant to the By-laws and the Regulations, the offer must be lield opcn for a mininluril of 20 business days (as in the United States) and a n~axinlun~ of 30 business days as froill the day on which the public offer was authorized. By con~parison, under lJ.S. law the offeror may extend the period of time duilng wliicli the U.S. offer is opcn, at any trmc, in its sole discretion, by giving oral or written notlce of such extension to the holders arid by making a public anriouncenlcnt of such cxteiisiori, and &extend, pursuaat to Rule 14d-4(d), the period during wllich tlie U.S. offer is open if there is a material change 111terms of the offer or the infomiatlon previously disseminated to security holders. Under the Regulations, tlie offeror must extend tlie term of the offer in Argentina for an additional period of 5 to 10 additional business days, to give those liolders that have not accepted the offer during the original tern1 an opportunity to do so during such additional term. No further extensions of a tcnder ol'l'er in Argentina are pcrniittcd undcl tlie By-laws or Regulations. As a result, the Bidders arc unable to structure then offcr for all outstanding Securities as a uriitary offcr due to the direct conflict between U.S. and Argentine laws regarding the lcngtli of tentier offers and tlie provisions for their
extension.

Ar.gentine Merger Control Kcgulatioi~s
IJndcr Argentine Law No. 25,156, as amended, the CNDC has jurisdiction over Incrgers and accluisitions that allow a party to acquirc control of or significant influence ovcr a company, whcrc tlie combined volume of business of the parties involved exceeds certain tl~resholds ("economic concentrations"). The CNDC has authority to analyzc arid approve, includiiig subject to satisfaction of conditions, or reject any such cconomic concentration. 'Ihe CNDC has a waiting period of 45 busincss days Sronl the date the parties cornplcte thc statutory filing to lender its dccis~on. However, the 45-business-day period is suspended each time the CNDC requests additional iriforniation, until the infonllation is lilrnislied to the satisfaction of the CNDC. The CNDC review process is structured 111 three sequential stages dcfiiled largely by the information rccjuired at each stagc, and the CNDC nlay choose not to perforill the rcview provlded by ally stage. LIur~ng Stage One, the CNDC requests and reviews basic in~orinationon the relevant parties, the main aspccts of the transaction and identilies the relevant nlarkct (by marltct si~e and relative markct share). During Stage Two, the CNDC requests more detailed inlbnllatlon on tlic relevant market, the products and seiviccs produced by the issuer and dcta~ls on a transaction's impact on tlic manufacturing, transportation, seivice costs and consumer price for such products and services. In Stage 'Three, the CNDC can rcquest additional dctails on a transaction or its potential cffects, particularly with respect to competition in the maiket, barriers to impoi-t/cxport or entry into the rclevant market. At ally point during the CNDC review process, the CNDC inay request add~tionalor more speclfic ~nfonl~ation ad documents from the parties involvcd or nlay sclledule hearings with chambers, associations, con~petitors, suppliers, clicnts and others involved in or affected by a transaction to assist 11~tsanalysis of my possible anticompctitivc concentration. The SPA providcs that the Acquisit~on is subject to approval by tllc CNLIC. Similarly, thc corisummation of Petersen SPV's accyuisition of Securities pursuant to the First Option and pursuaiit to the Pctersen OfCers is cond~tioned upon obtairiing CNDC approval of cach such acquisitio~l of Securities (such approvals, togetlier with approval of the acquisition of Securities under the SPA, the "Required Kcgulatory Approval"). If the CNDC does not approve the acquisition of Secur~ties urider tlie SPA as described herein prior to February 2 1, 2009, the SPA will tcnninate and tlie Sccuritics purchased undcr the SPA will be retunlcd to Repsol. Furthern~ore, if e~thcr the SPA is tei-nlinated or tlie acquisition of Securities under the First Option is riot approved by the CNDC prior to February 2 1, 2009, no Securities will be acquired under the First Option. Similarly, since thc financi~lg for the OSfers ]nust be drawn by January 15, 2009, if the accluisition of
Securities under the Petcrsen Offers is not approved by the CNDC prior to January 15, 2009, no Securities will be acquired under the Peterscn Offcrs and any Secnrit~es tcndered in thc Peterseri Offers will be ieturncd promptly. If prior to January 15, 2009, thc CNLIC issues a Conditioned Approval or a Denial Notice (in each casc as dcfined abovc), the Bidders will pronlptly thereafter ternli~latc tlie Peterscn Offcis and return all tendered Securities. Tendering holdcrs will have w~tlidrawal rights iintil

such time as tlie Biddcrs announce that the CNDC approval has been obtalned and that they will pay the purcliasc pricc. On ITcbruary 28, 2008, Peterscn SA filed wltli the CNDC a request for approval of its Acquisit~on pursuant to the SPA, as well as tlie acquisition of an additional 0.1% of t11e total outstaridlng capital stock of YPF by tlie Eskenaz~ F:airiily or its assignee under the First Option, the acquis~tion of up to an additional 10% of the outstantllng capltal stock of YPI; by the fiskcnazi l~amily or its assignee uritler tlic Second Option and tlie acquisition of Securitles by tlie Eskenazi Fanllly or its assignec as a result of tlie Peterscn Offers. In its filing, Petersen SA erilphaslzed, among other aspects, that prior to the Acqulsition, tlie Eskenazi Family had no interests in the o~l arid gas industry in Argentina and that ~ts purchase of Securities under the Acqulsition and the Pctersen Offers would have rio adversc ilrlpact on the Argentine market. On March 4, 2008, the CNDC rcquested that additional ~nforn~at~on be submitted. On March 26, 2008, Petersen SA provided thc CNDC wit11 such additional nllhrmation. 011 May 26, 2008, Petersen SPV gave the CNDC noticc of its exercise of the First Option and of the Annoulicemerit of tlie Argent~ne Offer. On Junc 3, 2008, tlie CNDC lequested Petersen SPV and Repsol to sublrilt add~tional information, whlcli subnlission was coniplcted on July 3I, 2008. Thc CNDC has not yet indicated an nltent~on to nlovc the review process beyond Stagc One. Oricc all inforniation requested by tlic CNDC has been submitted, the CNDC is required to render its declsiori wlthin 45 business days. If the CNDC allows sucli pcriod to lapse without rendering any decision or requesting further additional irifornlation, tlie acquisitioli of Securities by tlie Eskenazi Family and ~ts affiliates pursuant to tlie Acquisition, thc First Option, the Second Option and the Petcrsen Oflers would be dcenied approved. If such period lapses prlor to tlie expiration of the Offcr Period and, thus, t11c acquisition of Securities by the Eskenazi Fanlily and its affiliates pursuant to the Acqu~sitlon, the F~rst Option, tlie Second Option arid the Petcrsen Oflers 1s deemed approved, the Bidders will acccpt tlic teildcrcd Securities and pay tlle purcliase pricc to all holders of tendercd Securities promptly aftcr tlie explration of the Offcr Period. Similarly, if the CNDC is deemed to have approved the acquisition of Sccuritics by the Eskcnazi 12anlily at any timc alter the explration of thc OSfer Period but prlor to January 15, 2009, the B~ddcrs wlll arinourlcc that the CNDC approval has been obtained and purchase and pay tlie purcliasc prlce fi)r the tendered Securitles (that liavc not bcen prcviously withdrawn) promptly therealter. The I'roposcci Structure of the I'cterscn Off= On May 21, 2008, (the "Announcenient Datc") Peterseri SPV issued in Argentina and in the Unlted States a press release (thc "Annouliccnlent") announcing the
terrns of the Petersen Offers, which will commence only after the procedures described m paragraphs I and 2 below have been completed. '1'0 comply wlth tlie takeover rulcs establislled by the By laws and tlic Regulations, the Bidders propose to struct~lre the Petersen OlSers as Sollows:

In accordance with the By-laws and the Regulations, thc Biddcrs' U.S.
Offer will collsist of a tender offer made to all liolders of ADSs (wl~ctheror not held by 1I.S. Persons), and to holders of Shares that are 1J.S. Persons, and tlic Argentme Offer will consist of a tender offer

made to all holders of Shares, including lJ.S. Persons. Thus, U.S. persons will be able to tender Shares illto either of the Pctersen Offers, at their option, and non-U.S. Persons will not be pclnlittcd to tender their Shares in the U.S. Offer. ADSs (whether or not held by U.S. Persons) may only be tendered in the U.S. Offer. 'l'he Petcrsen Offers will be cash offers and made, collectively, for any and all outstanding Shares and ADSs without any 11111lin1i1nl tender condition. The price (U.S. dollars 49.45 (forty-nine dollars and forty-live cents), which was detclm~ncd under the folmula set by the By-laws) and, except as specifically noted herein, the other terms of the U.S. Offer and Argentine Offer will be ldcntical in all material respects. 'To satisfy the requirements of the By-laws, the price imust be determined in accordance with the folmula set forth therein and must be the same in both Offers. 011 the Annoimccnler~t Date, Peterscn SPV delivered a copy of the Argcntinc OSfer Documents to YPF (thereby satisfying the Company Notice requircnlent of the By-laws and the noticc rcc~uirenient of Regulations). 011 May 23, 2008, the Board of Directors oS YPF corlcluded that the price offered hy Petcrsen SPV was I-casonable, recommended that the Ilolders of Seciirities accept the Petersen Offers, and ~ssued a report on the offer price, as required by the By-laws. On May 21, 2008, Pctersen SPV began the publication of tElc Announcenient of the Argentine Offer as required by the Bylaws and the Regulations. Petcrsen SPV has filed such Annouilcemeilt as published with the Commission on Schedule 7'0-C. On June 6, 2008, Petcrsen SPV filed the form of the offering memorandum for the Argentine Offer (the "Argentine Offer Documents") with the CNV and requested their approval. Peterscn SPV Elas received coninlents of the CNV to the Argcilti~le OSfer Documents and has responded to such cornnlents pronl~tly. Petersen SPV submitted a revised version oS the Argcntinc Offer 13ocuments addrcssing the CNV's comment to the CNV on August 21, 2008.
2. 7'he Argentine 0ffcr could not commence uilti 1 tlie Argentine
govcmrnent, as the sole holder of the Class A Shares, approved the Acquisition by thc Eskcnazi Family and the Pcterscn Offers, and will commence no earlier than 16 bus~rless days after the later of the Anilounccment Date and the date on which CNV autl.lorization is granted, as provided by the Regulations (the "Commencement Date"). On June 2, 2008, the Argentine government, as the sole holder of Class A Shares, approved the "acquisition of control" of YPF (as defined 111 Article 7(d) and (e) the By-laws) and the Peterscn Offcls, pursuant to Articles 7(e)(i) and 7 (f)(ii) of the ~~-1aws'~. Upon 17 A translat~onof the approval by the holder of Class A Shares IS attached hereto as Annex C 14

con~n~encerrient of the Argerit~ne Off'er, the Rldders will commence the 1J.S. OSfer.
3. On tlic ('omn~enccmerit Datc, tlie Bidders will file a Schedule TO
under Section 14(d)(l) ofthc Excharigc Act relating to the U.S. Offer (the "Schedule TO") with the Con~missiori.
4. Pron~ptly after tlie Commenccnient Datc, the Bidders will disseminate
the U.S. Offer in accordance w~th I1.S. law and Petcrsen SPV will disseminate the Argentine ONer Materials 111accordance with Argcnt~nc law.
5. 'Thc initial explratioil date of the Argentine Offcr will be 2 1 bus~ness
days aStcr ttic Commencement Date (the "Initial Argciltirie OSSer --Period"). Subsequent to the Initial Argentine Offer I'criod as required by the Regulations, there will be ail additional offer period of 6 business days during whicli shareholders who have not tendered their sliares during the Initla1 Argentme Of'fer Period nlay tender their shares (the "Additional Argentine Ofkr I'eriod"). The offer period for the U.S. Offer shall cxpire on or about 27 business days after the Con~nicncement Date. Therefore, it is expected that ttic Argentine Offer (mcluduig both tlie Initial Argentine Off'er Period and tlie Add~tionalArgentine OSfcr Period) and the U.S. Of'f'er will beg~n on the same day and expire on the same day (sucli period oS27 business days, the "OSfcr Period").
6. 'I'he Schedule TO will disclose that thc Argentine Offer shall bc held
open for 2 1 business days aftcr thc ('ommcncement Date, and an additional 6 business days under the nlandatory extension. The
Schedule 'TO will also disclose that, under so111e circumstances (such
as a change in the offer price or other material change in the ternis of tlic 1i.S. Offer) U.S. law may rcquire an extcnsion of the U.S. Off'er date to a date latcr than such 30th busincss day and that, in such event, Pcterscn SI'V rnigl~t be rcquircd to allow thc Argentine Offer to expire bcfore the U.S. Off'er expires. Thc Schcdulc TO will also disclose that, (i) exccpt as required by applicable law and regulat~ons, the Bidders do not intend to extend the expiration date oftlie U.S. Of'fer to a date latcr than thc expiration date ofthe Argentine Offer, (ii) the Bidders will riot incrcase the purchase pricc, and (iii) exccpt for the Required Reg~llatory Approvals arid thc abscnce oS a CNDC Denial Notice or ('onditioned Approval or any order by, or action involving, a court or authority with conipctent jurisd~ctiori conditioning or ei~joining thc transactions, the I'etersen Offers will riot be subject to any co~iditions.
7. The Schedule TO will disclose a commitn~ent of the Bidders, sub.ject
to applica1,le law or the requirements of any judicial or governlmcntal

autl~ority,not to buy Shares pursuant to the Argentine OSSer without purchasing Shares and ADSs pursuant to thc lJ.S. OSfer, and vice versa.
8. The Diddcrs will riot and the Schedule TO will disclose that the
Bidders will not, purchase or makc ally ai-rangemcnt to purchase SEiarcs or ADSs outside of the U.S. Offer except any arrangement to purchase Shares pursuant to the Argentine OSfcr lion1 the Aiinounccment Date ~iltil the expiratioii date of tlic I J.S. OSSer.
9. The Bidders will not accept or pay for any Securities teiidcred in the
IJ.S. OfSer and Pcterscn SPV will not accept or pay for any Shares tendered in thc Argcntinc Offcr until thc Required Regulatory Approval has becn obtained. As noted above, after the expiration of thc Offer Period receipt of tlic Required Regulatory Approval will be t11c ollly remain~ng condlt~on to the Bidders' obligation to accept and promptly pay for the tendered Securities. Tendering holders will he entitled to withdraw their Securities from thc Argentine Offer and the U.S. Offcr during the Offer Pcriod at all timcs and thercafier until such t~incas the Reqiiired Regiilatory Approval has becil obtained and the Bidders announce that they are paying for the Securities tendered during thc OSfer Period. In thc event thc Required Regulatory Approval has not been obtained to permlt settlement of thc Petcrsen Offers by January 15, 2009, any Securities tcndered into the Peterseri Offers will be rcturncd pron~ptly. Furthermore, if prior to January 15, 2009, the CNDC issucs a Conditioned Approval or a Denial Notice (in each case, as defined above), the Bidders will prornptly cause any Securitics tendered in the Peterscn Offers to be returned to the tendering holders that have not withdrawn their Securities prior to such date. As noted above, Petersell SPV has sought and obtained the CNV Authorization to dclay paynicllt for Secinties in the Argentine OfSer pe~lding rcceipt of the CNDC approval in this manner.
10. The Biddcrs will make public the occurrence of material developnicnts
in the proccss relatlng to the Rcyuircd Rcgulatory Approvals. Thc Bidders will iundertalte in the Schedulc TO that one business day after Peterscn SA has been served notice oS the Requircd Regulatory Approval, the Bidders will make such information publicly available by puhllshing a press relcase and amending the Schedule TO. As cliscussed below, payl~ellt with respect to any Securitics tendered in tlie Peterscn Offers that have not beell withdrawn will be made (1) IS the Rcquircd Regulatory Approval has been received beforc expiration oS the Offer Pcriod, promptly after the expiration of the Offer Period or (ii) if the Requircd Rcgulatory Approval is rcceived only after expiration oS thc Offer Pcriod, within three business days after the scceipt oS such Required Regulatory Approval and the announcement

by tlie Bidders that the Purchaser is paying for tlic Securities tendercd during the OffCr Period and not previously withdrawn. Exccpt as otlieiwisc described herein, the Pcterscn Offers would conlply with all provis~ons of the Exchange Act. Exchange Act Rules Involvd Rulc 14d-10(a)(l) pronlulgatcd under the Exchange Act providcs that no person sliall make a tcnder orfer for an cquity security unless the offer is open to all sccurity holders of tlic class of sccuritics sul>jcct to the tcnder offer. 'The 1J.S. Offer will be open to all holdcrs of ADSs (whether or not held by U.S. Persons) and to holders of Shares that arc U.S. Pcrsons. Conversely, as rcqulrcd by the Regulations, the Argentine Offcr will be open to all holders 01' Shares (including U.S. Persons). 1,itcral application of Rule 14d-1 O(a)(l) would prohibit the tfual structure oS the Petersen OfSers.
2. Rule 14e-5
Among other things, Rule 14e-5 promulgated undcr tlie Exchange Act ~>roIiibitsa person rriaking a teridcr offcr for an equity sccmity Srom, dircctly or indirectly, purcliasirig or riiakirig any al-rangcment to purcliasc such security (or any security which is iniiilcdiatcly convei-tible into or cxchangeal~lc for such security), except pursuant to such offer. 'nie prohibition continues froi~i the tirilc of the public aimounceiricnt of the offcr until the expiration of the offer period, including extensioiis thereof. Read litcrally, Rule 14e-5 could be intc~retcd to prohibit Petci-sen SPV to effcct purchascs of Sharcs pursuant to the Argcntinc OSfer.
3. Rulc 14e-l(c)
Rule 14e- 1 (c) under the Exchange Act prohibits a person making a tender ofSer frorri falling to pay the consideration ofSered or to return tlic securities deposited by or on I>clialf of security holders pro~i~ptly aftcr tlie termination or withdrawal of such offcr. Discussion

Rule 14d- 1O(a)(l)
In October 1999, thc Conlrrlission adopted certain cxeriiptive rules for crossborder offerings, includ~ng tendcr offcrs, rclating to tlie securities of foreign conlpanies. The proniulgating release (Release Nos. 33-7759, 34-42054, International Serics Rclease No.
1208) (the "Cross-Border Release") ind~catcs that the purpose of granting cxeiilpt~ons to Rule
14d- 10 is to facilitate 1J.S. investor pailicipat~on in these types of transactions. The Comiu~ssioii also stated that, cven when U.S. ownership is grcater than 40% of the

18 oiltstailtling shares of the target conlpany, it would consider rel~ef on a case-by-case basis when there is a direct conllict betwcen thc U.S. laws and practicc and those oS the home .~ilrlsdiction. '" As described above, the Eskcnazi 1;amily is unable to structure its offer Sor all outstandlng Securities as a unitary offcr due to the direct conflict between 1J.S. and Argentine laws rcgardlng the length of teder of'fcrs anti the prov~sions for their extension. Therc are also othcr points oSconJlict between tender offer r~lles and practices In Argentirla and in the Ilnited States. As indicated above, the By-laws and Regulations rcqulre that a tcnder offer for equity securities of an Argentine company registered with the CNV (as is the case with YPP) nlust conlply w~th certain disclosure, dissemination, timing, and othcr condit~ons that differ in some respects Srom 1J.S. rules and regulations. For example, (i) the CNV must approve tlle tender offer pr~or to its commencement, (li) tlic preliminary Argentine prospectus and the final Argentine prospectus approvcd by the CNV must be made public on or before the con~mencement of the tcnder ofSer, (iii) the contents of the tender oSf'er materials, althoilgh substantially silmilar to those required under the Exchange Act, are prcsentcti hi a foimat that differs fro111 Sclledule TO, and (iv) the tender ofrer materials mrlst be written in the Spanish language. We believe the best method Sor reconciling the conflict between U.S. and Argentine laws and piacticcs is the dual ofSer structurc proposed herein. The Commission has approved dual oSSer structures in similar situations. Irz fhe Mafter of Repsol S.A Tender Ofer for Shares and AllLYL~of YPF, S.A ,File No. TI' 99- 144 (June 30, 1999), the Comrnissio~l concluded that, in view of the existcnee of conJlicting On August 27, 2008, the Conim~sslo adopted amendments to ~ts cross-bordcr exemptions tliat, tf cutrently In effect, wo111d have perm~tted tlie Petersen Offcrs to qualtfy for a 'I'I~I I cxenlpt~on Undcr tlie cross-bordcr exemptrons as curtently m effect, certa~n relief requested by th~s lette~ would be ava~lahle under lZule 14d-l (c) or (d) w~th respcct to an ofl'er for a Tler 1or T~er JI qual~fytng company, ~espect~velyAlthough, accord~ng to tlic YPF 20-F and d~scuss~ons with YPF, lcss than I(% of tlie outstand~ng shale cap~tal IS held by any petson other than Peterscu SA (an asfillate of Pctcrsen SPV), Pctersen SPV or Repsol and less t11at1 0 46% of thc outstandrng shale cap~tal IS held by any I1.S Person, accordtng to Instructton 2 to pa~agraplis (c) and (d) of Rule 14d-I, calculat~o~l oSlJ S owne~sh~p rot pulposes of deter~ii~n~ng tlie appllcalxl~ty of 'f~er 1or 'l'ler II tequlrcs tliat sccurtttes held by Petcrsen SA ot any 10 percent holdcr (1nclud111g Repsol and Petelsen SA, wh~cli collccttvely hold more than 99% of tlie outstandlng shale capttal of YPI:) bc excludcd 'Thcrefo~e, the detertii~natton of the appl~cabtl~ty of T~er 1ot T~er 11
tr~ust be tr~adc solely In tegards to tl~c 096% of tlie total outstaudlng share cap~tal held by pat-t~es otlicl than Pctersen SA 01 Rcpsol YPI; has advlsed us tliat, altl~ougl~ ~t can deternilne the numbcr ofU S lioldc~s of Class D Shares, ~t IS not able to p~ovtde a curl-cnt estm~ate of ADS holde~s who ale IJ S persons or, as a consequence, tlie amount of tlits 0 96% ofoutstand~ng Securltres tliat 1s held by IJ S. Persons Based on ou~ levlew of the rccords p~ovtded by YPF and tlic Depos~tary, assumlng tliat all ADSs ale lield by U S holde~s, apptox~tnately 0 46% of thc Sccurlt~esthat arc not l~cld by Rcpsol or Peterscn SA arc lield by IJ S holders We are, however, unable to dete~mlne with more precistons whether T~er I1 IS appl~cableto YPF Even ~f cltglble for T~erI I, I~owcve~, thc tel~ef requested w~th ~espectto Rulc 14d-lO(a)(I) would not be ava~lable slnce tl~cfore~gn offel wlll be open to U S holders of Shales As noted abovc, tlie By-laws auld Regulat~ons requlrc that the Argentme Offct must be opal to all lioldets

19 regulatory scliemes and tcilder offer practices and thc Sact that lJ.S. holders and non-1J.S. holdcrs would be pcinlittcd to participate in tender offers on an equal bas~s, it was appropriate to allow a tender offer fi~rall the Securities of YPF, as in the Pctersen Offcrs, to bc structured as two concui-rent ofSers-one in thc 1S.S. and one in Argentina. Based on this conclusioii, the Con~mission grantcd an exemption Sson~ Rule 14d-10 and acl<nowledged that dual offers could be conducted without having the foreign offer subject to Scction 14(d) of the Exchailgc Act and the rules thereunder. More reccntly the Conlrnission caine to thc salnc conclusioti and grantcd similar relief in coimect~on with oSfcr structmcs coinparable to thc Petcrsen Ol'fcrs in situations in wh~ch the lcvel of 1J.S. ownership cxcecded 40% oS tllc outstand~ng shares of the targct coinpany'%s wcll as 111 situations in whicl-1, as 1s the case In the Pcterscn Offers, the Tier I1 Excimption is inapplicable because it does extend rclief under Kule 14d-10(a)(l) if tlie foreign offer is open to I J.S. ~ersoi~s,' as is required by the By-laws and the Rcgulatiotis. In view oSt11e fact that (I) the U.S. OfSer will be open to all holdcrs of ADSs (whether or not held by 1 J.S. Persons) and to holders oS Shares that are U.S. Persons, (ii) thc Argentine Offer will be open to holders of Shares (including U.S. Pcrsons) as required by thc By-laws and the Regulations and will be subject to the protections afforded by the Argentine regulatory regime and 1J.S. holders will have thc optiotl to tender their Securities into cither oS the Peterscn Offers, (iii) the Peterseri OfSers will be inadc on identical iiriancial tern~s arid therc are no material differences between the U.S. OSfer atid the Argentine Offer other tllan as dcscr~bed herein, (iv) tlicre arc certain conflicts betweeri Argciltinc ant1 lJ.S. i~iandatory rulcs governing the Pcterscn Offers, includirig regarding thc term and extensions of tender offcrs, (v) lJ.S. ownership is less than 0.46% ofYPF's total outstanding sharc capital, (vi) the Bidders will disclose in the Schedule TO thc risks for U.S. holders of Sharcs of participating in t11c Argentine Offer instcad of the U.S. Offcr, and (vii) similar relief was panted w~th respect to similarly structured dual tender oSSers, thc Bidders respectfiilly requcst that thc I'etersen OfSers bc excinptcd Sroi11 conipliatlce wit11 Rule 14d-10(a)(l) of the Exchange Act to tlic extent necessary to conduct the Pcterscn Offers as described herciri. Scc In /he inatter of Telefdn~cn S A , Telecornmun~c.a~oe, dc Sao Pr~ulo S A , Tele Sudcste Celzrlar f'(zr-f~c.q~a~oct S A , Tcdefiinzca dc Aigent~na S A , Telclfiinica &l Peru, SA A (Junc 5, 2000), In the Matter- of Offir- hy Rr~nto BzlOao V~zcaya Argentar ~n, S A for C'ornmon rind Prefcrrerl Shar-e, and Amer-zcan L)epocitai*)lli Sharer oJ Barzco Gnnatler-o, S A ,Exchange Act File TP 0 1-108 (Match 9, 2001 ), In the Matter of T/ic Pep" Rottlzrzg
Group, Irzc. ,Rottl~ng Gi-op IdLC (2nd PRG Gr-ul~o Emhotcllatlor Flitl~ario-Mc.xrcr~noS L 's Entler- Oflev- for* Shar-cc, C'f'O5 and GDSJ ofPeptz-Genir.x, S A de (' V Exchange Act File 'I'P 02-93 (October 14, 2002), and Ofleer 11)) Akan, Inc. fir- Corninon Shar eb, ADS,, Rorzur Alloc.rrtzorz Right, and OC'EANEs oJPccll~ney, No 5-52225 (Octobcr 7, 2003) LO For examples In whlch the Tlel 11Exemptloll was unavatlable because the offeror was required by foteign law to make a forctgn offer for all securttles, lncludlng thosc held by U.S pcrsons, see Soirthern C'r-ots' Par tzul OJJr for Sharer and ADSr c?f Telcx C'hile S A ,Exchange Act Flle TP 02-30 (March 5, 2002), E ON Akf~riigeselltchaft'~ offir for Endera, S A (Dccelilber 6, 200h), Gab Natural SIE, S A Exchnrigc Oflei- for Ende~a,SA ,(March 2, 2006), and In thc Matter of Grlq~o Aer-opor tuario rlel Si~rrctc,S A R dr C' V (May 9, 2007)

Rule 14c-5
Paragraph (d) of Rule 14e-5 statcs that the Commission nlay grant an exemption fro111 the provisions of Rulc 14e-5, either uncondit~onally or on specified terms and conditions, to any transaction. 111 the Cross-Border Release, the Con~missio~~ has eliminated, subject to compliance wit11 ccitain cond~tions, the provision of Rulc 14e-5 for cross-border tender offers in which U.S. sharcl~oldcrs represent less than 10% of the outstanding shares, and has provided for continued review of exemption requests, on a case-by-case basis, in situations, such as the instant case, where U.S. ownership cxcecds (or is presumed to excced) 10%. We respectf~~llysubtnit that the exernptive relief required fron~ Rule 14e-5 with respcct to the Argentine Offer is, 111 large mcasurc, contemplated by or consistent with the cxe~nptive relief grantcd in connection with other similarly structured tender offers. See Itz tlze Matter of Reps01 S.A. Terzder Ofler for Slzares uncl ADS'S of YPF, SS.A., File No. TP 99- 144 (June 30, 1999), In rhe Meliter ~M~IILI ~cce.ss, SA. de C. C'jbr-Grupo IuLsacell, S.A. de C V., Exchange Act Filc 'TP 03-93 (June 24, 2003). See also In tlze nzutter of Teleforz~ca S A., Teleconzrnurzzca~oes de Sao Paulo S.A , Tele Sudeste Celtihr Participaqoes S.A., Telefonicu de Argerztlna S A., Telefolz~ca (Eel Peru, SA.A (Sune 5, 2000); In the Mutter ofl~ux Corp. 'S 7'elzder Offcr for- Sharpes arzd ADSs of Laborator~o Ch~le, S.A., Exchange Act File 1'P 01 -136 (June 5, 2001); Soutl~ern Cross' Partla1 Offe/~.fbr- Slzares cxrzd ADSs of Telex-Clz~le S.A., Exchange Act File 'TP 02-30 (March 5, 2002); In tlze Matter of Tlze Pepsr Bottl~ng Crroz~p, IIZC.,Nottl~rzg Gr-OZI~ LLC and PBG Grupo E17zhotellador His~xzlzo-Mexzcano S.L. 's Telzder OJfer.for Slzares, CPOs arzd GLISs of Pepsz-Cre~rzez S A. de C. V., Exchange Act File TV 02- 93 (October 14, 2002); and Gas Nrxtural SDG, S.A Exclzange OfSer for Erzdesa, S A., (March 2, 2006). We also respectfully dircct tllc Con~mission's attention to the following letters, among others, whcre thc Con~inission recognized that the interests of iilternational con~itymay reqrure an acquisition of shares to be conducted pursuant to two separate tender ofless, each subject to thc laws of'a different country, in cases whcre Tier I1 relief was clearly unavailable or in which thc biddcr was unable to confil-111 dekinitively that Tier I1 rclief was available, including dual tender offers in which the foreign offer was open to 1J.S. holders of secunties, as is the case in thc Argcntinc Offcr. In each case, thc Conlmission provided the biddcr with an cxernpt~on from Rule 14c-5 (foi-rnerly Rule lob-13) so that the non-1J.S. ofl'ers could bc made during the pcndency ofthe U.S. offer. Sec In tlze Matter of Offer 131 Ranco B~lhuo V~zcaya Argentanu, S A. for Cornmorz and Preferred Shares ancl Anzericalz Deposiloly Slzares of Bunco Garzurlero, SA., Exchange Act File TP 01 -108 (March 9, 200 1); In llze Matter of Exclzarzge O#er by Barzco Bilhao
V~zcc1))a Argentaria, S. A. for Ord~lzary Slzures alzd ADSs of BB VA Balzco Frurzcks, Exchange Act IFile 'TP 0 1 -1 18 (April 19, 200 I); Ofer by Alcarz, lrzc. for Cornnzorz Slzares, ADLSLs, Bonus Allocat~orz Riglzts arzd OCEANEs cf Pechilze)~,No. 5-52225 (October 7, 2003); Ofers h.y Hclnnolzj~ Gold Mznzrzg Cbnzpany Lzm~ted,forull Ord~rzarj~ Slzares, irzclzrdzfig Orllirzu~y Shares represented by ALISs, of Gold Fields L~nz~ted, Exchangc Act File TP 04-100 (Noven~ber 19, 2004); Gas Nutural SIIG, S A. Exclzarzge 0flerp.for Elzdesa, S A , (March 2, 2006); and In llze Mutter of Grupo Aeroportuario del Sureste, S.A B. de C'" V. (May 9, 2007).

In the Matter ofMittal Steel Co. N V. File No. TP 06-76 (June 22, 2006) the

Con~n~iss~on granted an exemption from Rule 14e-5 to pennit an offeror and its afliliates to purchase or arrange to purchase securities pursuant to a multiple offer that met the following conditions:
(1) tlie company that is the sul7ject to the oSfer(s) is a "fore~gn private issuer" as defined 111 Rule 3b-4(c) of the Exchangc Act; (ii) the ~nultiplc offer qualifies for Tier I1 exernptive rchef under Rule 14d-

1(d) oS the Exchange Act;

(iii) the econon~ic ternis and consideration in the offers are the same, provided that any cash consideration pa~d in the offer to U.S. securityholders Inay be converted ti-om the currency to be paid 111 the 11011-U.S. offer(s) to U.S. dollars at the exchange rate disclosed by the oSferor in the offering documents provided to sccurityholders; (iv) the procedural tcrins of the U.S. oSSer are at least as favoralde as the tcrms of t11c non-U .S. oSfcr(s); (v) the ~ntcnhon oS the offcror to make purchases pursuant to the non-U.S. oSfcr(s) will be disclosed in the U.S. olfering documents to securitylloldcrs pa~ticipating in the 1J.S. offer; and (vl) purchases by the oSSeror in the non-1i.S. offer(s) may be made solely pursuant to the non-U.S. oSfer(s) and not pursuarit to open market or private transactions. In the Matter oJ Grz~po Aeroportuar~o del Sureste, S.A R de C.V. (May 9, 2007), the Commission granted the relief in respect oS Rule 14e-5 with respect to multiple oflei-s that met all of the above criteria, except the requirement that the offers qualily for Tier 11 exempt~vc relieC As the oSSers 111 Grupo Aeroportuario, the I'etersen Offers met all of the above critena, except for tllc requirement that the offers qualify for Tier I1 exeinptive relief. Rule 14c-5 is designed to prevent manipulative and deceptive practices pursuant to which an offeror purchases (or arranges to purchase) shares outside of a tender offer, cithcr during the offcr or pro111ptly following it. Because tlie proposed dual offer structure ii~volves purchases pursuant to a hrcign tender offcr, none of those conceI-ns are relevant here. Furtheinmore, Peterseri SPV's intention to make purchases pursuant to the Argentine OSfcr and the purchases themselves will be fully disclosed to U.S. sharcholdcrs who will be assured the bcnelit oS the same price paid in the Argentine OSSer, iirespectivc of whetl.lcr they choose to tender into the 1J.S OSfer or the Argentine Offer. In the unlikely event of an ir~crease in the purchase price in one OSSer, such increase ~TILIS~ be made in the other OfSer to satisSy the requirements of the By-laws and the Regulations. 111addition, 1J.S. and non-U.S. holders of Shares will be cntitlcd to parlicipatc 111the Argentine Offer on terms as favorable as those offcred to holders of AL)Ss and 1J.S. I'crsons who tender Shares in the 1J.S. Offer; the Argentine Offer will comply with applical~le Argentine law and the Regulat~ons; and while the Petcrsen Offcrs are pending the Bidders will not purchase or make arrangcments to purchase Securities, otherwise than pursuant to the Pctersen Offers.

Thcreforc, the Bidders respectftilly request exenlptivc re1 icf li-o~n the provisions of Rule 14e-5 pursuant to Rule 14e-5(d) with rcgard to purchases made pursuant to the Argentine Offer.
3. Rule 14e- l(c)
Argentine law provides that the Initial Argentine Offer I'criod must be at least 20 and no more than 30 business days and that the Additional Argentine Offer Perlod must be at least 5 and no nlorc than 10 business days. I'cterscn SI'V intends that the Offer Period will extend for 27 business days total for both the U.S. OJ-Ser and the Argentine Ofl'er. Althougl.1 the Eskenazr Family has no reason at thls tillle to believe it will not occur, there can be no assurance that the Required Regulatory Approval will be obtained durrng the Offer I'eriod. 111 accordance with Argentine law, the CNV Autllor~zation and the tenlls of the Petersen Offers, payment for the Securities tendered during the Offer Period and not previously withdrawn will bc matie promptly, but (i) no earlier than 3 busi~less days after the explratlon oJ-the Offer I'eriod for Sliarcs tendered during such period if the Required Regulatory Approval has been obtained during the Offer Pcriod, or (ii) no later than five business days allcr the Required Regulatory Approval has been obtained after the expiration of the Offcr Pcriod and Petersen SPV announces that it 1s paying for the Sccuritles tendered during the Ol'fcr Pcrlod and not previously withdrawn. In thc event the Rcquircd Regulatory Approval has riot beer1 obtained by January 15, 2009, any Securities tendered will be retunled promptly. If prior to January 15, 2009, the CNDC lssucs a Conditioned Approval or a Denial Notice, the Bidders will cause all Secur~tics tendered into the Petersen Offers (which have not been withdrawn) to be proluptly returned to the tendering holders. As noted above, in any such event the initial Acquisition and other related transactions will be unwound. Holders that tender their Shares in the Argcntinc Offer will have withdrawal rights during the Initial Offcr Period and the Additional Offer Pcriod and, if the Rcquircd Regulatory Approval has not been received prior to the expiration of the Additional Offer Period, as the case may be, tendering sharcholtlers wlll also have wrthdrawal rights u~itil such time as the Required Regulatory Approval has been received and Pcterscn SPV anllounces that it is payirig for the Sliarcs tcndercd during the Irlitlal Offer Period and Additional OSfcr Period not previously withdraw~l or the Shares are retulmed as described above and the Argeilti~ic Offer is ternliriated co~lsistent with its terms. IIolders that teridcr their Sccurities in the U.S. Offcr will have withdrawal rights during the Offer Period and, if tlie Required Regulatory Approval has not been reccivetl prior to tlie expiration of the Ofl'er Period, tendering shareholders wlll also have withdrawal rlgllts until the Rcquircd Regi~latory Approval has been received and Petersen SPV announccs that it is paying for the Securities tendered during the Offer Period and not previously withdrawn or the Securitics arc returned as described above and the 1J.S. Offer termmated consisteilt with its ter~ns. The Bidders will
undertake iri the Schedule TO that no later than one business day af cr Pcterscil SA has been served w~th notice ofthe Rccjuircd Regulatory Approval, Pcterscli SPV will make such inforniation publ~cly available by iss~ung apress release and a~nending the Schedule TO. In February 2008, Repsol agreed as part of the tcrriis of the initlal sale to lefralri from selling ally Securit~es for a perlod of 90 days to enable the Eskenazi Fanlily to corilplete the Petersen Offcrs. Factors beyond the control of the Eskenazi 1;aniily have

rcndercti that timetable impossible to achieve. Repsol specifically stated In its Annual Kepoi-t on Fonn 20-F for its fiscal year 2007, filed with the Con~mission on May 30, 2008, and in a Form 6-K fu~mished to the Cori~mission on May 19, 2008, that it nlay engage in the Secondary I'ublic O f'fcring as a part oF ~tsstrategy to achieve an inlpi-ovcment and rebalancing of its portfolio through a partial divestment in YI'F, greater stock liquidity, cliversification of the gcograpl~ic areas in which its assets are located and its busi~iess transactcd on, and reduction of its exposure to Latin Ari~crica. YPIT has also stated in the YPF 20-F that, on February 29, 2008, Repsol started the Secondary Public Offering process. Since thc exp~ration oS the 90-day pcriod conten~plated in the SPA, representatives of the Eskenazi 1;amily havc been approached by Repsol on numerous occasions and bcen urged to completc tlie Petersen Offers pron~ptly to allow Rcpsol to proceed with the Secondary Public Offering without further delay. Most recently, Repsol has taken steps to prepare Y PF (including its nlost senior ofFicers) for thc marketing period that typically prccedes a public offering. Our client has reported that in the context of recent discussions between Kepsol and reprcsentatives of the Eskenazi Family, the granting of a rencwed "lock-up" period to enable the Bidders to maintain the Pcterscn Offers open unt~l the Rcquircd Rcgulatory Approval has bee11 obtained, which would require Repsol to delay the launch of the Secondary I'ublic Offering, was ruled-out. Given (i) Repsol's ~ntento carry out thc Secondary Publ~c Offering of Sccurities of YPF as described abovc, which will s~gnificaritly increasc the nunlbcr of Securitics that could be tendered into the Petersen Offers IS they remained open after the Secondary Public Ol'fering and defeat the intentio~i of enlarging the public float of YPI;; (~i) that the Pcterscn Offers are being nladc solcly to satisfy the mandatory offer requirenlent of the By-laws in light of the acqlusit~on of 15%) of the outstai~ding share capital of YPF; (in) that tlie By-laws and Regulations do not pennit an OfSer Period of more than 40 busincss days total (includiilg the nla~ldatory offer extens~on); anti (iv) the availability of withdrawal rights for the duration of thc Offcr Pcriod and thereafter until receipt of the Required Rcgulatory Approval and announcement by Petersen SPV that it is paying tl~e purchase price for the Securities tendcred, we do not belleve that paylneilt for, or return of, the Securities tcndered in the Petcrsen OSfcrs in the manner described abovc constitutes a fraudulent, deceptive or manipulat~ve act or practice. In the cvent that the Secondary Public Offering IS consumn~ated prlor to cxpirat~oil of the Pcterscn Offers, the Bidders understand that any person acquiring Securities in thc Secondary Publ~c Ol'fcring will be cntitlcd to tendcr such Securities in the U.S. Offer or the Argentine Offer, as
applicable. If the Ticr IT Exemption was availablc, payment made in accordance with foreign practlcc and law would bc deemed to satisSy the rcquiremcnts of Rule 14c-l(c). Howevcr, since it is not clear that the percentage 0lU.S. holders (excluding tcn percent holders, nanlely Pcterscn SA and Repsol, who together own approximately 99%) of YPF7s outstandillg stock) is less than 40 percent, the Ticr I1 exemption is not available In any event. l'he Staff has 011 previous occasions granted relief sinlilar to the rclief requested licrein in cases where the Tier Ii Exenlption was not availablc or where the bidder was unablc to confirnl dciin~tively that Tler I1 relief' was available. See Proposed Exclza~zge Offeev by 7'ecIznzp, S.A. for all oj the outstandilzg ordzrza1.y shores and Arnerzculz L1epos~tal.y Slzares of Cojlex~p S.A. (August 30, 2001); Serono S.A. OJ"eev.jbr All Outsta~zding Ord~lzary Shares, ADSs, OCEANEs and Warrunts of Gelzset, Exchange Act File TP 02-95 (Septcmber 12, 2002); Offer Iy Alcar~, Ir~c. for Co~nmon Shares, ADSs, Borzus Allocotiolz R~glzts and

OCEANEs of Pechl~zey, No. 5-52225 (Octobcr 7, 2003); Axel Sprztzyer AG O/(er-.for ProSzehenSat. 1Medzu AG (September 12,2005); 0-fi.r hy the Bayer Enllties-for All Orthnary Shares of Srherlng AG, Flle No. 5 -59757 (April 28, 2006); and Off& for Slzures of ProS~ehenSat.I Media AG (January 30, 2007). The 'Tier 11Excn~ptionwas adopled to facilitate cross-border transactions and particularly lo miriimi~e coliflicls wltli foreign regulatory schemcs. Given the tllrect conflicl belweeli the requirclnerits of Rule 14e- l(c) and compl~ance with the Argcntine mergcr control rules as tliey apply to the Pcterscn Offers, and the rclaled acquisitions of Securrtles from Repsol and in view of the CNV Autl~onzatlon, we believe that the requested relief it conslstcnt with the rationale for the adoption of the Tier I1 Exemption and the policy behind the adoption of the Cross-Border Kelcase. Therefore, the Bldders respectfully reclucst the StafS to confirrn that it will not reconlnlend enforcement action under Rule 14c-l(c) under the Exchange Act if Petcrsen SPV pays Ihr, or returns, Securities tendered during thc Offer Period in the nlanncr described above to satislji Argcntinc requirements notwithstanding that the Tier 11Exemption is not available.

Rule 14d-10(a)(l) Relief
The Bidders respectfully recluest excnlptlve relief horn Rule 14d-1 O(a)(i) undcr tlic Exchange Act will1 respcct to tlic Argerltlne OfSer and the U.S. Offer so that the dilal oll'er strucluie, as described is this letter, may proceed as contemplated.
Rule 14c-5 Relief
'The Bidders respectfully reclucst exemptivc rellef fro111 Rule 14c-5 under tlie Exchalige Act to allow Petersen SPV to makc tlic Argentine OSfer and to arrange to purcliase the Shares thereunder aftcr the public annouliccment, bul prior to the expiration, of the U.S. Offer. The B~ddcrs rcspcctli~lly rccluest thc Stafl'to confirm that it will not reconlrilcnd enforcement act1011 under Rule 14e- I (c) under the Exchange Acl if the Biddcrs delay tllc purchase and paylnent for, or the return of Securities tentiered in the Petersen Offers until the rcceipt or denial of the Required Regulatory Approval, sul3ject to the riglit of tendering shareholders to withdraw their tendered Securities prior to such tirnc as Peterseri SPV annoul~ces that the Required Regulatory Approval has becn obtained, and provided that Petcrsen SPV (x) announces within one busrness day afier Petersen SA has becn served with noticc of the Required Regulatory Approval thal the Rccluiied Regulatory Approval has been oblained by issuing a press rcleasc and alnending the Schedule TO, and (y) pays for the Securitlcs tendered In thc 1J.S. Offer wlthin three business days aftcr the date of such annoiulcement and rn any event not later than payment [or Shares tendered in the Argentlne Offer.

In view of the required timetable to colilmellce the Peterscn Oll'ers, we respcctf'ully request that the Commission issue the requested exenlptive relief as soon as practicable. If' you require any further information or have any questions please contact nie at +49 69-97- 10-3 1-90. rery truly yours, cc: Mauro Dacomo, Escl. Lhniel Stemberg, Esq. Amy R. Shapiro, Esq.

Incoming Letter 1

Incoming Letter 2

Lineage