Milbank LLP advised Prime Infrastructure Holdings, Inc. (“Prime Infrastructure”) in its acquisition of a 45% stake in the Malampaya deep-water gas-to-power project from Udenna Corporation (“Udenna”) and Shell Petroleum N.V. (“Shell”). Under the agreement Prime Infrastructure has acquired Malampaya Energy XP Pte. Ltd. (“MEXP”) and Shell Philippines Exploration B.V. (“SPEX”).
The Malampaya deep-water gas project supports approximately 20% of the Philippines’ electricity requirements. Prime Infrastructure will operate Malampaya moving forward and will invest in the expansion and extension of the project.
SPEX, under the ownership of Prime Infrastructure, will continue to own a 45% interest and be the operator of the Malampaya project. The other members of the Malampaya project are Udenna and the Philippine National Oil Company Exploration Corporation (“PNOC-EC”), with 45% and 10% participating interests, respectively.
Udenna first acquired a 45% stake in Malampaya in 2020. In May 2021, Udenna agreed to acquire an additional 45% stake in the project from Shell via its subsidiary MEXP. Prime Infrastructure successfully acquired MEXP from Udenna earlier this year and proceeded to complete the underlying acquisition of SPEX from Shell on November 1, 2022, with the approval of the Philippine Department of Energy.
Prime Infrastructure is a leading investor in regional sustainable infrastructure. It adds the Malampaya project to a portfolio encompassing a range of sustainability priorities, including clean and renewable energy, access to clean water, waste management and viable critical infrastructure.
“Pioneering energy resources like Malampaya are crucial for domestic energy security and serve as an important step in the transition to renewable energy and power,” said Milbank Partner Jacqueline Chan. “Investment by a leading investor is critical to ensuring the project’s continued viability and Prime Infrastructure is now well placed to do so.”
Added partner James Grandolfo, “We are extremely pleased to have been able to support our long-time client Enrique Razon and his new infrastructure venture, Prime Infrastructure in this landmark acquisition. Prime’s goal of delivering infrastructure projects that support growing economies, such as the Philippines, in their need for energy, clean water, waste management and other critical infrastructure projects will be furthered by this important acquisition.”
The Milbank deal team was led partners by Jacqueline Chan and James Grandolfo and included associates Hua Chan, Deirdre Swift, Matthew Leung and Claire Hooi. Special advice was provided by special counsel Justen Fleming, associates Min Kim, Ari Singzon, James Feng, Martin Wong, Kei Kitatani, Elliott Clutterbuck and Zoe Ng.
