SP New Energy Corp. (SPNEC), a publicly listed renewable energy firm, announced that its board of directors has approved a capital restructuring and quasi-reorganization involving its affiliate, Solar Philippines Tarlac Corp. (SPTC), as well as the creation of a security interest over SPTC shares tied to a new loan facility.
As part of the approved restructuring, SPTC’s board has been authorized to amend its Articles of Incorporation to eliminate all treasury shares and increase its authorized capital stock by P3.58 million. This will be divided into 3.58 non-voting, redeemable, non-cumulative, and non-participating preferred “A” shares with a par value of P1.00 each.
Out of this increase, 894,000 preferred “A” shares will be issued at P1,000 per share through the conversion of P894 million in shareholder advances. SPNEC has been authorized to subscribe to the full allotment. The quasi-reorganization will allow SPTC to offset its deficit using additional paid-in capital.
In addition, SPNEC will act as sponsor in support of a term loan facility of up to P3.78 billion from Philippine National Bank to SPTC.
The loan agreement includes the creation of a security interest over SPTC shares owned by SPNEC and the issuance of a Standby Letter of Credit for the Debt Service Reserve Account.
SyCip Gorres Velayo & Co. has been appointed external auditor, along with new authorized signatories for both transactions.
