C07161-2016

SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Dec 23, 2016
2. SEC Identification Number
31171
3. BIR Tax Identification No.
000-168-801
4. Exact name of issuer as specified in its charter
PETRON CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
San Miguel Head Office Complex, 40 San Miguel Avenue, Mandaluyong City Postal Code 1550
8. Issuer's telephone number, including area code
(63 2) 886-3888, 884-9200
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
COMMON (PCOR) 9,375,104,497
PREFERRED SERIES 2A (PRF2A) 7,122,320
PREFERRED SERIES 2B (PRF2B) 2,877,680
PCOR SERIES A BONDS DUE 2021 (IN MILLIONS) 13,000
PCOR SERIES B BONDS DUE 2023 (IN MILLIONS) 7,000
TOTAL DEBT AS OF SEPT 30, 2016 (IN MILLIONS) 201,002
11. Indicate the item numbers reported herein
Item 2.

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Petron CorporationPCOR

PSE Disclosure Form 4-1 - Acquisition or Disposition of Assets References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Purchase of assets further to Company’s disclosure last September 15, 2016.

Background/Description of the Disclosure

Purchase by the Company of the 140MW Solid Fuel-Fired Power Plant (the “Power Plant”) of SMC PowerGen Inc. located in the Petron Bataan Refinery.

The proposal to purchase the Power Plant was approved by the Executive Committee of the Board of Directors on September 15, 2016 and confirmed by the Board of Directors on November 8, 2016.

Date of Approval by
Board of Directors
Nov 8, 2016
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The purchase of the Power Plant would lower the power and steam costs of the Petron Bataan Refinery.

Details of the acquisition or disposition
Date Dec 23, 2016
Description of the Transaction

Purchase of Power Plant assets

Manner

Purchase

Description of the assets involved

140 MW Co-Generation Solid Fuel-Fired Power Plant located at the Petron Bataan Refinery

Terms and conditions of the transaction
Nature and amount of consideration given or received

PhP20,029,982,560 (inclusive of value added tax)

Principle followed in determining the amount of consideration

The consideration was negotiated and agreed upon based on the extent of Power Plant assets.

Terms of payment

PhP15,966,457,709 on December 23, 2016

PhP 4,063,524,851 on or before July 31, 2017

Conditions precedent to closing of the transaction, if any

None

Any other salient terms

None

Identity of the person(s) from whom the assets were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
SMC PowerGen Inc. Affiliate
Effect(s) on the business, financial condition and operations of the Issuer, if any

The purchase of the Power Plant would lower the power and steam costs of the Petron Bataan Refinery.

Other Relevant Information

None

If the transaction being reported is an acquisition, kindly submit the following additional information:
Source(s) of funds

The funds for the purchase of the Power Plant are from internally generated funds and through credit facilities secured by the Company to fund the purchase of the Power Plant.

If any asset so acquired by the issuer or its subsidiaries constituted plant, equipment or other physical property, state the nature of the business in which the assets were used by the persons from whom acquired and whether the issuer intends to continue such use or intends to devote the assets to other purposes, indicating such other purposes

The Power Plant was used by SMC PowerGen Inc. for the production of power and steam and the Company intends to devote the Power Plant for the same purpose.

Filed on behalf by:
Name Jhoanna Jasmine Javier-Elacio
Designation Legal Manager and Assistant Corporate Secretary