C04310-2017

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)
Jul 11, 2017
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 Mar. 31, 2017) 213,084,290,000.00
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 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Aboitiz Power Corporation (“AboitizPower”), through its wholly owned subsidiary, AboitizPower International Pte. Ltd. (“AP International”), signed a compromise agreement with SunE Solar B.V. (“SunE Solar”).

Background/Description of the Disclosure

Aboitiz Renewables, Inc. (“ARI”) sent Notices of Default dated July 13, 2016 to its joint venture partner in the San Carlos Sun Power Inc. (“Sacasun”) project, Sunedison Philippines Helios BV (“Sunedison Philippines”).

The compromise agreement between AP International and SunE Solar settles the joint venture issues and provides an exit for Sunedison Philippines in the Sacasun project. It will also enable AP International to acquire all the interests of SunE Solar in Sacasun and Maaraw Holdings San Carlos, Inc. (“Maaraw”).

ARI is a wholly owned subsidiary of AboitizPower and an affiliate of AP International. Sunedison Philippines is a wholly owned subsidiary of SunE Solar.

Date of Approval by
Board of Directors
Mar 2, 2017
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

AP International will acquire the entire issued and outstanding shares of SunE Solar in Sunedison Philippines.

AboitizPower, which already owns 60% of Maaraw and Sacasun, through ARI, will increase its ownership to 100%.

Details of the acquisition or disposition
Date Jul 10, 2017
Manner

N/A

Description of the company to be acquired or sold

Sunedison Philippines is a company duly organized and existing under and by virtue of the laws of The Netherlands. It owns 40% equity interest in Maaraw and Sacasun.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 100
Percentage to the total outstanding shares of the company subject of the transaction 100
Price per share TBA
Nature and amount of consideration given or received

TBA

Principle followed in determining the amount of consideration

The value of the transaction is based on the agreed enterprise value of Sacasun and Maaraw, net of the amount incurred by ARI for the acquisition of Sacasun’s loan from BDO Unibank, Inc. (BDO). The enterprise value is derived through the Discounted Cash Flows method.

Terms of payment

TBA

Conditions precedent to closing of the transaction, if any

(i) execution of a share purchase agreement;
(ii) approval by the Philippine Competition Commission (“PCC”) of the sale of Sunedison Philippines shares or confirmation by the PCC that PCC notification is not necessary for the sale; and
(iii) approvals from the creditors of SunEdison, Inc. (“SE”), affiliate of SunE Solar and Sunedison Philippines, under the Secured Senior Superpriority Debtor-in-Possession Credit Agreement dated as of April 26, 2016 between SE, Deutsche Bank AG New York Branch and the creditors of SE.

Any other salient terms

N/A

Identity of the person(s) from whom the shares 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
SunE Solar B.V. N/A
Effect(s) on the business, financial condition and operations of the Issuer, if any

AboitizPower will effectively own 100% of Maaraw and Sacasun.

Other Relevant Information

N/A

Filed on behalf by:
Name Yasmin Ayesha Lee
Designation Jr. Associate General Counsel