Power, Electric Utilities and Energy

The Firm is the dominant local firm in energy practice in the Philippines.  It offers extensive local and global knowledge and experience in power transactions, and has been involved as counsel in all aspects of the power industry, such as power generation, transmission, distribution, trading and marketing, and in all forms of technologies, from coal, oil, natural gas, hydroelectric, and geothermal power.  The Firm was named Lawyer Monthly’s Energy Law Firm of the Year for 2011 and 2012.

The Firm’s lead partner and widely recognized expert in energy practice, Mr. Roderico V. Puno, was involved in the drafting and implementation  of the Electric Power Industry Reform Act and its implementing rules and regulations.  

Client Base/ Transactions

The Firm claims the widest client base in the local energy industry, with clients such as (i) the Manila Electric Company, the largest power distribution utility in the Philippines; (ii) First Gen Corporation, the largest Filipino-owned and controlled independent power producer in the Philippines, which is publicly listed and has an installed capacity of 2,783 MW (accounting for approximately 18% of total installed capacity in the Philippines); (iii) the Aboitiz Power Group, which includes Visayan Electric Company and Davao Light and Power Company, the second and third largest distribution utilities, respectively, in the Philippines; and (iv) the consortium of Tokyo Electric Power Corporation and Marubeni Corporation, which acquired the shares of Mirant Asia-Pacific Limited.

The Firm has been involved in perhaps the most number of bids in connection with the privatization by the Power Sector Assets and Liabilities Management Corporation of the generation assets owned by the National Power Corporation, and is the first firm to have represented a successful bidder in all stages of the bidding for the assets of a power generation plant (i.e., the Agusan Hydropower Plant), from the commencement of the due diligence process, to the actual bidding, and until the closing of the transaction and actual takeover of the assets in 2005.  In 2006, the Firm acted as counsel for SN Aboitiz Power Inc. (“SNAP”), a joint venture between Aboitiz Power Corporation and SN Power Holding Singapore Pte. Ltd, in connection with the former’s successful bid for the 360 MW Magat hydroelectric power plant.  In 2007, the Firm also acted as local counsel for SNAP in connection with their successful bid for the 175 MW Ambuklao-Binga hydroelectric power plants.  The Firm has also acted as counsel for Hedcor Sibulan, Inc. in connection with the project development of a 42.5 MW Sibulan Hydro-electric Power Plant located in Santa Cruz, Davao del Sur.

The Firm has acted as counsel to the largest supplier of geothermal steam and a leading producer of energy in the Philippines in connection with the latter’s development of a wind farm in the Philippines pursuant to a wind renewable energy service contract with the Department of Energy.  The Firm had advised the project company on permitting, land and other issues, and providing step-by-step regulatory advice on the development of the wind farm and the project documents being negotiated by the project company.  

Solar and Wind

The Firm was the leading Philippine counsel in the development and financing of majority of the renewable energy projects in the Philippines that were completed in the last three years, including the largest wind farm and largest solar farm in Southeast Asia.

In various capacities, as project counsel, counsel to borrowers or lenders or for potential investors, the Firm provided legal advice to at least 667.6 MW of solar farm projects that were completed or are currently under construction since 2014.  The Firm advised at least eight solar farms from pre-development to commercial operations, six of which were awarded feed-in-tariff (“FIT”) in 2016.  The six solar farms comprise 278.62 MW of the 525.25 MW that were granted FIT by the government, thus:

No.	RE Developer	Project Location	Installed Capacity (MW)	Commercial Operation Date
1	Phil. Solar Farm-Leyte, Inc. (PFSLI)	Barangay Dolores, Ormoc City, Leyte	30.00	04/04/2015
2	Mirae Asia Energy Corporation (MAEC)	Barangay Paguludan, Currimao, Ilocos Norte	20.00	02/29/2016
3	Solar Philippines Calatagan Corporation (SPCC)	Barangays Biga and Paraiso, Calatagan, Batangas	63.30	03/11/2016
4	Asian Greenenergy Corp. (AGEC)	Barangay Labuagon, Kibawe, Bukidnon	10.49	03/13/2016
5	Enfinity Philippines Renewable Resources Inc. (EPRRI)	Prince Balagtas Extension, Clark Special Economic Zone, Mabalacat, Pampanga	22.33	03/12/2016
6	Helios Solar Energy Corp. (HSEC)	Barangay Tinampa-an, Cadiz City, Negros Occidental	132.5	3/14/2016
Total			278.62

In addition to the foregoing, the Firm acted as legal adviser to other investors conducting due diligence on different solar projects in the Philippines, including 40 MW Project Sarangani of El Elyon Power Plant Phils. Inc., 50 MW Project Cavite of G.A. Philkor Multi Energy Corporation, 50 MW (AC, net) San Manuel 1 Solar Power Project of Pilipinas Newton Energy Corp., 30 MW solar power facility of Zamsolar, Inc. to be located in Zamboanga Economic Zone, 5 MW solar power facility in Pangasinan, 10 MW solar power facility in Nueva Ecija, 18.75 MW solar power facility in Nueva Ecija and 6.25 MW solar power facility in Nueva Ecija.

The Firm acted as counsel to the first three 50 MW solar projects which entered into power supply agreements with Manila Electric Company (“Meralco”).

The Firm has acted as counsel to Energy Development Corporation (“EDC”) in connection with its development and financing of a 150 MW wind energy project in Burgos, Ilocos Norte.  The 150 MW Burgos wind farm is the biggest wind farm in the Philippines and the first wind project out of 400 MW wind projects in the Philippines nominated for the FIT incentive scheme.

The US$313 million financing of this project consisted of U.S. Dollar and Philippine Peso facilities and achieved financial close in October 2014. Project Finance International recognized the project as Asia-Pacific Renewables Deal of the Year in December 2014.  The Burgos wind farm was commissioned in November 2014 and is owned by EDC Burgos Wind Power Corporation (“EBWPC”), an affiliate of EDC.

The Firm has advised EDC and EBWPC on permitting, land and other issues, and provided step-by-step regulatory advice on the development of the wind farm.  The Firm has conducted extensive due diligence on the: (i) land that will be the site of the wind farm, the lots on which the transmission towers will be located and lots that will be traversed by the 42 km. transmission line; and (ii) permits necessary for the implementation of the project.  The Firm provided advice on the project documents such as the EPCs for each of the wind farm, substation and transmission line, and the O&M agreement for the wind farm.

The Firm has represented local and international consortiums in their investments in or bids for a variety of energy projects, such as natural gas, coal, hydroelectric, geothermal, and diesel power plants.  The work the Firm performs for these clients is comprehensive and includes, among others:

• Negotiating, drafting, closing and advising on power purchase agreements/energy conversion agreements, supply and turn-key construction contracts, EPC/O&M contracts, and other related agreements, including project financing documents;
• Structuring investments in power projects, and negotiation, drafting, closing and advising on joint venture agreements, shareholders’ agreements, sale and purchase agreements, and other similar agreements;
• Formulating and evaluating bids and bidding procedures and requirements;
• Obtaining licenses, permits, approvals and consents in compliance with environmental and other regulatory requirements;
• Registering foreign investments and foreign loans with the Bangko Sentral ng Pilipinas;
• Conducting due diligence on project agreements; real property and rights-of-way; franchises, permits, licenses and other regulatory requirements; environmental compliance; insurance; litigation; employment   standards; and general corporate matters relating to project companies; and
• Conducting preliminary legal studies on the development, operations and financing of power projects.