C00005-2018

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 29, 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 Sept. 30, 2017) 222,237,327,000.00
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 International Pte. Ltd. (“AP International”) and SunE Solar B.V. (“SunE Solar”) completed the execution of the Deed of Transfer in the Netherlands following the fulfillment of the closing conditions under the Share Purchase Agreement (“SPA”) dated December 20, 2017.

This results to Aboitiz Power Corporation (“AboitizPower”) owning 100% beneficial ownership in the San Carlos Sun Power, Inc. (“Sacasun”) solar project in San Carlos City, Negros Occidental.
Background/Description of the Disclosure

In 2014, AboitizPower, through its wholly owned subsidiary, Aboitiz Renewables, Inc. (“ARI”), entered into a joint framework agreement to develop solar photovoltaic projects in the Philippines. Pursuant to their agreement, SunEdison Inc. (“SUNE”), the ultimate parent company of SunE Solar and SunEdison Philippines, and ARI invested in Maaraw Holdings San Carlos, Inc. (“Maaraw”) and Sacasun for the 59-MWp solar project in San Carlos City, Negros Occidental.

Subsequently, the parties entered into a Compromise Agreement to resolve issues that arose from their joint venture companies, Maaraw and Sacasun.

The transfer of SunEdison Philippines to AP International completes the divestment by SUNE of its participation in the Sacasun project and AboitizPower’s acquisition of all of SUNE’s equity interest in the Sacasun project held by its subsidiaries.
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

The transaction has resulted in AP International owning all the issued and outstanding shares of SunEdison Philippines, which owns a 40% equity interest in each of Maaraw and Sacasun, and increasing AboitizPower’s beneficial ownership interest in these entities to 100%.
Details of the acquisition or disposition
Date Dec 4, 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.
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 Php0.00
Nature and amount of consideration given or received

Php0.00
Principle followed in determining the amount of consideration

The value of the transaction is based on the parties’ agreed enterprise value for SunEdison Philippines and its assets, net of the amount incurred by ARI for the acquisition of Sacasun’s loan from BDO. The enterprise value was determined by a financial advisor using the Discounted Cash Flows method.

Certain conditions set out in the Compromise Agreement and the SPA that would have resulted in an increase to the amount of the purchase price did not occur.
Terms of payment

N/A
Conditions precedent to closing of the transaction, if any

The SPA and the Deed of Transfer are subject to approvals from the creditors of SUNE under the Secured Senior Superpriority Debtor-in-Possession Credit Agreement dated as of April 26, 2016 between SUNE, Deutsche Bank AG New York Branch and the creditors of SUNE.
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

Kindly refer to the underlined items in the attached amended disclosure.
Filed on behalf by:
Name Yasmin Ayesha Lee
Designation Jr. Associate General Counsel