C07220-2016

SECURITIES AND EXCHANGE COMMISSIONSEC 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 28, 2016
2. SEC Identification Number
C199800134
3. BIR Tax Identification No.
200-652-460-000
4. Exact name of issuer as specified in its charter
ABOITIZ POWER CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
32nd Street, Bonifacio Global City, Taguig City, Metro Manila, Philippines Postal Code 1634
8. Issuer's telephone number, including area code
(02) 886-2800
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 Stock P1 Par Value 7,358,604,307
Amount of Debt Outstanding (As of Sept. 30, 2016) 146,671,780,000.00
11. Indicate the item numbers reported herein
9

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.

Aboitiz Power CorporationAP

PSE Disclosure Form 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure

Completion of Therma Power, Inc.’s Acquisition of Partnership Interests
Background/Description of the Disclosure

Purchase of the beneficial ownership of majority stake in GNPower Mariveles Coal Plant Ltd. Co. (GNPower - Mariveles) and a minority interest in GNPower Dinginin Ltd. Co. (GNPower - Dinginin) (collectively, the “Target Companies”)
Date of Approval by Board of Directors Sep 5, 2016
Date of Approval by Stockholders N/A
Other Relevant Regulatory Agency, if applicable Philippine Competition Commission and Board of Investments
Date of Approval by Relevant Regulatory Agency Dec 19, 2016
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The acquisition of the beneficial ownership interests in the Target Companies is in line with Aboitiz Power Corporation’s target to increase its attributable net capacity to 4,000MW by 2020.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

Therma Power, Inc. (TPI) entered into Purchase and Sale Agreements for the acquisition of the partnership interests held by affiliated investment funds of The Blackstone Group L.P in World Power Holdings, L.P. and Sithe Global Power, L.P. This will result in TPI ultimately acquiring a 66.1% beneficial ownership interest in GNPower-Mariveles and a 40% beneficial ownership interest in GNPower - Dinginin.

The parties expect to close the acquisition of the Target Companies upon receipt of the approvals from the Philippine Competition Commission (PCC), and the Board of Investments (BOI) for GNPower – Mariveles. Subject to submission of a copy of the PCC approval, BOI approved the acquisition of GNPower Mariveles on November 21, 2016. On December 19, 2016, PCC approved the acquisition of the Target Companies. Following receipt of the BOI and the PCC approval, the parties completed the acquisition on December 27, 2016, Philippine time.
Identities of the parties to the transaction
Name Nature of Business Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Therma Power, Inc. Holding Company TPI is a wholly owned subsidiary of Aboitiz Power Corporation. It is the holding company of the Aboitiz Group’s investments in non-renewable energy.
(1) Blackstone SGP Capital Partners (Cayman) IV L.P. (2) Blackstone SGP Capital Partners (Cayman) Limited Partnership None
(1) Blackstone Capital Partners (Cayman) VI L.P. (2) Blackstone Family Investment Partnership (Cay Limited Partnership None
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)

The consideration amounting to USD1.197 billion will be paid upon completion, subject to certain price adjustments at closing depending on conditionalities. The final amount of consideration will be calculated on completion.
Basis upon which the amount of consideration or value of the transaction was determined

Asset valuation
The number of shares to be acquired 100% Partnership Interests of World Power Holdings, L.P., 100% General Partnership Interests of World Power Holdings GP, Ltd., 100% Partnership Interests of Sithe Global Power, L.P., 100% GP Interests of Sithe Global Power GP, Ltd.
Ratio/percentage to total outstanding capital stock -
Terms of payment

Payment in cash at closing date
Conditions precedent to closing of the transaction, if any

Subject to approval by the PCC for the Target Companies and additionally, the approval of BOI for GNPower- Mariveles. Subject to submission of a copy of the PCC approval, BOI approved the acquisition of GNPower Mariveles on November 21, 2016. On December 19, 2016, PCC approved the acquisition of the Target Companies, paving the way for the completion of TPI’s acquisition of the Target Companies.
Description of the company subject of the transaction
Nature and business

Partnership
Discussion of major projects and investments

World Power Holdings, L.P., a Cayman Islands exempted limited partnership, indirectly through its wholly-owned subsidiaries, holds ownership interest in GNPower - Mariveles, the owner of Mariveles subcritical coal-fired power plant including all associated and auxiliary assets. The plant, which consists of two (2) units totaling 604 MW, started operations in 2014.

Sithe Global Power, L.P., a limited partnership, indirectly through its wholly-owned subsidiaries, holds ownership interests in GNPower – Dinginin, the project company established to develop, finance, design, engineer, construct, complete, maintain, own and operate the proposed supercritical coal-fired power project located in Bataan. The plant is currently under development and consists of up to two (2) units, each with a capacity of 668MW, including all associated and ancillary and auxiliary assets.
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
SG GNPower, LLC (Delaware) 100
SG Philippines Holdings Cooperatief U.A. (Netherlands) 100
Sithe Gobal Camaya B.V. (Netherlands) 100
Sithe Global Camaya Holdings, Inc. (Philippines Corp) 100
GNPower - Mariveles 66.1
SG GNPD, LLC (Delaware) 100
SG GNPD Holding Cooperatief U.A. (Netherlands) 100
Sithe Global GNPD B.V. (Netherlands) 100
Sithe Global GNPD Holdings, Inc. 100
GNPower-Dinginin 40

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
Partnership Rights N/A -
Subscribed Shares
Type of Security Amount Number of Shares
Partnership Rights N/A -
Paid-Up Capital
Amount Partnership Rights
Number of Shares -
Issued Shares
Type of Security Amount Number of Shares
Partnership Rights N/A -
Outstanding Shares
Type of Security Amount Number of Shares
Partnership Rights N/A -
Par Value
Type of Security Amount
Partnership Rights -
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
GNPower – Mariveles Sellers - 100
GNPower – Dinginin Sellers - 100
Board of Directors
Name (Regular or Independent)
N/A N/A
Principal Officers
Name Position/Designation
N/A N/A
Effect(s)/impact on the business, financial condition and operations of the Issuer

The acquisition will increase the attributable capacity of Aboitiz Power Corporation, with the possibility of further expansion.
Other Relevant Information

See attached the 2015 Audited Financial Statements of GNPower-Mariveles and GNPower-Dinginin. This is an amended disclosure to reflect the completion of the transaction.
Filed on behalf by:
Name Mailene de la Torre
Designation Associate General Counsel