First Gen trims hydro deal with Prime Infra

Lopez family-led First Gen Corp. has sealed a P61.875 billion investment in the pumped storage hydropower portfolio of Enrique K. Razon, Jr.’s Prime Infrastructure Capital, Inc., although the deal was scaled back from the originally planned 40 percent stake.

In a stock exchange filing on Monday, First Gen said its subsidiary FGEN Aqua Power Holdings, Inc. signed an Agreement to Subscribe to and Purchase Shares with Prime Infrastructure, Inc. and Prime Hydropower Energy, Inc. (PHEI) on 6 March covering the revised transaction.

Instead of acquiring 40 percent of Prime Infra’s pumped storage portfolio as earlier announced, First Gen will take a 33 percent equity interest in PHEI, the entity that will own the projects once its corporate restructuring is completed.

The parties also signed a shareholders’ agreement governing the management of PHEI once the restructuring is finalized.

“FGEN Aqua will instead acquire only a 33 percent equity interest in PHEI, the entity which will, upon completion of its corporate restructuring, own” the pumped storage assets.

PHEI will hold two major projects — the 1,400-megawatt Pakil Pumped Storage Hydroelectric Power Project in Laguna being developed by Ahunan Power, Inc., and the 600-megawatt Wawa Pumped Storage Hydroelectric Power Project in Rizal owned by Olympia Violago Water & Power, Inc. through PMJVCo Holdings, Inc..

The P61.875 billion investment will cover the purchase of existing shares and the subscription to new shares in PHEI.

Of the total amount, P12.5 billion will be used to acquire 6.67 percent of existing shares from Prime Infrastructure, while P49.375 billion will fund the subscription to new shares equivalent to 26.33 percent of the company.

The payment structure includes an initial P16.5 billion cash payment, standby letters of credit totaling P24.75 billion due in 2027 and 2029, and P20.625 billion to be released in tranches as project funding is required.

Pending completion, Prime Infrastructure will issue irrevocable proxies to FGEN Aqua covering 33 percent of its shares in PHEI, while PHEI will issue similar proxies covering 33 percent of its shares in its project subsidiaries.