Puno & Puno Law Offices

Puno & Puno (the “Firm”) is one of the leading full-service law firms in the Philippines with practices in a wide spectrum of transactional, litigation, corporate and regulatory areas.  With experts in the field of energy, mergers and acquisition, taxation, commercial arbitration, mining, and project finance, the Firm advises both domestic and international clients, and in the last several years has been involved in a number of major and complex deals and the successful resolution of landmark disputes.

Energy

Puno Law enjoys a successful track record having been part of the most important milestones in the Philippine energy industry such as the drafting and passage of Republic Act No. 9136, known as the “Electric Power Industry Reform Act of 2001”  or “EPIRA” and the rules and regulations implementing Republic Act No. 9513, otherwise known as the “Renewable Energy Act of 2008” or the “RE Law”.  Puno Law’s success in this practice is borne by its lawyers’ command of specific legal issues and their broad legal, commercial and technical approach in resolving difficult and novel questions of law.

Since 1994, Puno Law has been involved as counsel in the establishment and operations of at least 17,000 MW of power plants or a majority of the total installed capacity in the Philippines.  In different capacities as counsel for project developers, shareholders, lenders and creditors, EPC contractors, off-takers and fuel suppliers, Puno Law was at the helm of pertinent and necessary legal advice to power plants running on different energy resources in: (a) Luzon, such as Pagbilao, Calaca, Masinloc, Sual, Quezon Power, Mariveles Coal, TMO, CIP II, Trans-Asia, Lafarge, Malaya, Sta. Rita, San Lorenzo, Ilijan, Makban, Tiwi, San Roque, Hedcor, Kalayaan, Magat, CBK, Pantabangan-Masiway, Burgos Wind, Burgos Solar, Ambuklao-Binga, among others; (b) Visayas, such as Cebu TPP, CEDC, PEDC, KEPCO, Panay Power, TPC, East Asia Utilities, Panay DPP1, GBPC, Palinpinon GPP, Leyte GPP, Loboc HEP, Sacasol, First Soleq, Basak, among others; and (c) Mindanao, such as SPPC, PB 104, TMI1-2, Mt. Apo, Agus 1-7, Agusa, Sibulam, Tudaya 1-2, Cepalco Solar, Mindanao Energy System 1-2, Kauswagan, among others.

Of these plants, Puno Law boasts of serving as project counsel to the following milestone and largest energy projects in the Philippines: (a) 150-MW Burgos Wind, then the largest wind farm in Southeast Asia; (b) 360-MW Magat Plant, largest hydroelectric plant in the Philippines; (c) 1000-MW Sta. Rita and 500-MW San Lorenzo Plants, the combined largest natural gas plants in the Philippines; (d) 132.5-MW Helios Solar Plant, then the largest solar farm in Southeast Asia;  EDC power plants, the largest geothermal producer in the Philippines, and also the second largest in the world.

In 2016, Puno Law acted as project development counsel to six of the eight solar farms that were awarded feed-in tariff (“FIT”) certificates by the Philippine DOE and ERC, which comprise 278.62 MW of the 525.25 MW of FIT qualified projects.

In 2017-2018, Puno Law and its energy team played a critical role in the sale of 100% equity interest of Equis Energy to Global Infrastructure Partners (GIP).  The sale is the largest RE generation purchase in history at US$5 billion.  The Puno Law energy team conducted a record 30-company extensive legal due diligence in 45 days.  Puno Law addressed difficult questions of law and prepared a final report that served as anchor for the acquisition.

Competitive Selection Process and Projects

We list below the credentials of the Firm on handling different types of power plants with particular reference to independent power producer (“IPP”) projects.  In addition to our services as project development and finance counsel to the following power plant projects, since the issuance by the Department of Energy (“DOE”) of Department Circular No. DC2015-06-0008 entitled “Mandating All Distribution Utilities to Undergo Competitive Selection Process (CSP) in Securing Power Supply Agreements (PSA)” (the “2015 DOE CSP Rules”) and Department Circular No. DC2018-02-0003 entitled “Adopting and Prescribing the Policy for the Competitive Selection Process in the Procurement by the Distribution Utilities of Power Supply Agreement for the Captive Market” (the “2018 DOE CSP Rules”), we have been involved in several negotiations with Manila Electric Company (“Meralco”) and other distribution utilities for power supply agreements covering power plants on various technologies, including power supply agreements for the supply of capacity from the following: (i) the 1200 MW coal-fired power generating facility in Sual, Pangasinan, (ii) the 1200 MW natural gas-fired combined cycle power generating facility in Ilijan, Batangas, and (iii) the 2 x 300 MW (rated) coal-fired power generating facility in Calaca, Batangas.

Renewable Energy Projects

1. PunoLaw is currently advising on the following projects:

• 28 MW Solar PV Project in Hermosa, Bataan
• 5 MW Solar PV Facility in Santiago, Isabela
• 75MWac Solar Power Project in Baras, Rizal
• 200MW Wind Energy Project in San Isidro and Calbayog, Northern Samar
• 14MW Solar Project of Calabanga Renewable Energy (CARE), Inc. in Calabanga, Camarines Sur
• 270 MW Solar Power Project in Tuy, Batangas
• Various offshore wind projects with an aggregate capacity of ~1GW+
• 4 gigawatts (GW) of floating offshore wind projects in Northern Luzon (2 GW), Northern Mindoro (1GW) and East Panay (1 GW)
• Puno Law has acted as counsel for the development of various renewable energy facilities, including floating solar facilities and offshore wind projects as project development, transaction or finance counsel:

• 5 MW Solar Farm of First Soleq Energy Corporation
• 50 MW Solar Farm of Pilipinas Newton Energy
• 50 MW Capas Solar Power Project
• 100 MW Rizal Solar Power Project
• 110 MW Lal-lo Solar Power Project
• 60 MW Solar Power Project located in Toledo City, Cebu
• 40 MW Hydopower Project in Isabela
• 182 MW Rizal Wind Farm of Island Wind Energy Corporation
• 54 MW Wind Energy Generating Facility in Pililla, Rizal
• 10.5 MW SolarEnergy Generating Facility in Kibawe, Bukidnon

• Puno Law acted as counsel for the acquisition by Scatec Solar ASA of 100% of Norfund’s interests in SN Power.

 

• Puno Law acted as counsel for Macquarie Corporate Holdings Pty. Limited in connection with its participation in a joint venture with the third party to finance, own and operate captive commercial and industrial solar projects in the Philippines. The proposed projects are intended to be located on roof tops of various commercial and industrial customers. The Firm provided legal advice and conducted legal diligence for the project.

• Puno Law acted as counsel to Energy Development Corporation in connection with the development and financing of the 150 MW Burgos Wind Farm located in Burgos, Ilocos Norte.

• Puno Law acted as project development counsel for Hedcor Sibulan, Inc. in connection with the 5 MW Sibulan Hydro-electric Power Plant located in Santa Cruz, Davao del Sur.

• Puno Law acted as project finance counsel to Hedcor Sibulan, Inc. in connection with the Php3.57 billion financing of the design, development, procurement, construction, operation and maintenance of the 42.5 MW Sibulan Hydro-electric Power Plant located in Santa Cruz, Davao del Sur.

• Puno Law acted as counsel to SN Aboitiz Power, Inc. (“SNAP”) in its bid to acquire the 360 MW Magat Hydroelectric Power Plant from the Power Sector Assets and Liabilities Management Corporation (“PSALM”). Puno Law likewise acted as transaction counsel for SNAP in connection with the US$380 million financing and refinancing of said acquisition.  The lenders include the International Finance Corporation and Nordic Investment Bank.

• Puno Law acted as counsel to SN Aboitiz Power-Benguet, Inc. in its bid to acquire the 175 MW Ambuklao-Binga hydroelectric power plants from PSALM. Puno Law also acted as project finance counsel for SN Aboitiz Power-Benguet, Inc. in connection with the US$375 million refinancing of said acquisition. The lenders included International Finance Corporation, Nordic Investment Bank, and a syndicate of Philippine commercial banks.

• Puno Law acted as counsel to SNAP in its bid to be appointed by PSALM as IPP administrator of capacities contracted by the National Power Corporation for the 345 MW San Roque Multi-Purpose Hydroelectric Power Plant located at San Manuel, Pangasinan, 70 MW Bakun Hydroelectric Power Plant located at Alilem, Ilocos Sur, and 30 MW Benguet Mini-Hydro Power Plants located at Benguet, Cordillera Administrative Region.

• Puno Law acted as counsel to SNAP in its bid to acquire the 100 MW Pantabangan Hydroelectric Power Plant and the 12 MW Masiway Hydroelectric Power Plant both located at Pantabangan, Nueva Ecija, from PSALM.

• Puno Law acted as counsel to SNAP in its bid to acquire the 246 MW Angat Hydroelectric Power Plant located in Norzagaray, Bulacan from PSALM.

• Puno Law acted as project finance counsel for Luzon Hydro Corporation in connection with the refinancing of its outstanding project finance debt obligations. The refinancing facilities include a US$41 million term loan facility from Philippine National Bank and Banco de Oro Universal Bank and a US$24 million cash-backed loan facility from the same lenders. Aside from assisting the company with the negotiation, drafting, and finalization of the refinancing documents, the Firm also obtained all the necessary government approvals for the transaction, including the required BSP approvals and the registration with the relevant Philippine registries of the restated security documents.

• Puno Law acted as counsel for Hedcor Sibulan, Inc. in connection with a Php3.57 billion loan obtained from Philippine National Bank, Metropolitan Bank & Trust Company, and Rizal Commercial Banking Corporation.

• Puno Law acted as counsel for PH Renewables, Inc. in connection with the financing of a 75.0 MWac solar energy power generating facility in Baras, Rizal, Philippines obtained from Rizal Commercial Banking Corporation.

• Puno Law acted as counsel of Norfund in connection with its investment in the 17.5 MW Kiangan mini hydro power project owned by Kiangan Mini Hydro Corporation.

• Puno Law acted as counsel for an international consortium in its bid for the Rehabilitate-Operate-Maintenance Contract for the 650 MW Hydroelectric Power Plants located in the Province of Laguna with the National Power Corporation. During negotiation and finalization, conducted due diligence investigations, and liaised closely with the financial advisors and potential lenders to the project.

• Puno Law acted as counsel for UGE Philippines, Inc. in connection with its design, construction, and installation of rooftop solar facilities in the Philippines. The Firm facilitated the incorporation of UGE Philippines, Inc., provided regulatory advise, and drafted its Solar Power Facility Engineering Procurement and Construction Agreements and Solar Power Facility Loan Agreements.

• Puno Law acted as counsel to Blue Leaf Energy Asia in connection with the development financing of, and subsequent acquisition by Blue Leaf Energy Asia of a 40% interest in, five floating solar projects in Luzon (Laguna Lake and Pantabangan Lake) with an aggregate capacity of ~1.5GW. Aside from conducting due diligence, Puno Law advised on the finance and transaction documents for the projects, including the proposed commercialization structures which involved sale of electricity under an “artificial” PSA (i.e. contract for differences).

• Puno Law acted as project development counsel for Hedcor Bukdnon, Inc., a special project company under Aboitiz Power, Inc. in connection with the twin Manolo Fortich Hydroelectric Power Plant 1 and Manolo FortichHydroelectric Power Plant 2 with a combined capacity of 68.8MW, both located at Manolo Fortich in Bukidnon.

• Puno Law acted as project development counsel for Hedcor   Tudaya, Inc. a special project company under Aboitiz Power, Inc.  in connection with the 6.6MW Tudaya 1 Hydroelectric Power Project and 8.13MW  Tudaya 2 Hydroelectric Power Project, both located in Sta. Cruz, Davao Del Sur.

• Puno Law acted as project development counsel for Hedcor  Bukidnon, Inc. a special project company under Aboitiz Power, Inc.  in connection with the 20.4 La Trinidad  Hydroelectric Power Project in Benguet.

• Puno Law acted as counsel for Hedcor Inc., a company under Aboitiz Power, Inc., in connection with the rehabilitation of  the 6.4MW FLS Hydroelectric Power Plant in Bakun, Benguet.

• Puno Law acted as counsel for Hedcor Inc., a company under Aboitiz Power, Inc., in connection with the 14.96MW Sabangan  Hydroelectric Power Plant in Sabangan, Mountain Province

• Puno Law currently acting as counsel for Hedcor Inc. in connection with the 20MW Sablan 1 Hydroelectric Power Project in La Trinidad, Benguet.

2. Natural Gas Projects

 

• Puno Law acted as project development and finance counsel to First Gas Power Corporation and FGP Corp. in connection with the 1000 MW Santa Rita and 500 MW San Lorenzo Natural Gas Power Plants. The Firm negotiated the pertinent gas sale and purchase agreements and the power purchase agreements for these power plants.

 

• Puno Law acted as project counsel to the 97 MW Avion Natural Gas Plant owned by Prime Meridian Power Corporation, a subsidiary of First Gen Corporation. The plant uses aero-derivative gas turbine that allows it a rapid stop and start. The Firm negotiated the engineering, procurement and construction (“EPC”) contract for the plant and high-voltage transmission line, the maintenance services agreement and other supply contracts.  The Firm also supported the project company in the implementation of the EPC contract and liaising with the EPC contractor.

• The Firm also acted as counsel to First NatGas Corporation, a subsidiary of First Gen Corporation in the development of its 414 MW San Gabriel Natural Gas Plant. The Firm negotiated the EPC Contract as well as the export financing agreements.

• Puno Law is currently advising FGEN LNG Corporation in the development of its liquefied natural gas (“LNG”) storage and regasification project. The Firm has advised on the regulatory requirements and assisted the project company in obtaining key permits from the Department of Energy.  The Firm is currently negotiating the EPC contract with the project company’s preferred contractors and advising on the structure for the LNG supply and the applicable tax regime.

 

3. Other Convential Fuel Projects

 

• Puno Law acted as Philippine counsel for Bauang Private Power Corporation, operator of a 215 MW Diesel power plant, in connection with its offer of US$85 million Rule 144-A and Regulations S bonds in the international capital markets. The Firm advised the client on the Information Memorandum (Offering Circular), the Trust Indenture, the Depository Agreement, the Intercreditor Agreement, the Mortgage, Pledge and Assignment and Security Agreements.  The Firm also assisted in securing the consents and authorizations from the various government agencies that were required for the aforesaid international bond offering.

• Puno Law acted as project development and finance counsel for a project company in the development and project financing of a 70 MW Diesel Power Plant in southern Philippines. The Firm negotiated with local banks for the raising of approximately US$70 million and represented the shareholders of the project company in the sale of all its shares to a private investor.

 

• The Firm has acted as counsel to Redondo Peninsula Energy, Inc. (RPE) with the development of a 2x300 MW (net) coal-fired power facility to be located in the Subic Bay Freeport Zone, Zambales. The Firm has advised RPE on permitting, land, regulatory, tax and other issues relating to the development of the plant.  The Firm has negotiated the lease agreement covering the project site with the Subic Bay Metropolitan Authority.  The Firm likewise acted as counsel to RPE in connection with the Php40 billion financing of the first phase of the RPE power plant as well as the engineering, procurement and construction contract for the project.

• The Firm has acted as Philippine counsel to Pagbilao Energy Corporation (PEC) in connection with the expansion of the existing Pagbilao project, which consists of the development and the 3 billion financing of a 400 MW (net) coal-fired power plant and associated facilities on the island of Isla Grande, Ibabang Pulo, Pagbilao, Quezon.The Firm drafted and reviewed the project documents and negotiated the financing documents.  The Pagbilao 3 project reached financial close in May 2014.

• Puno Law has acted as counsel to the consortium of Tokyo Electric Power Company and Marubeni Corporation in connection with the successful US$3.4 billion acquisition of the shares of Mirant Asia-Pacific Limited for purposes of ultimately acquiring interests in three power generation facilities in the Philippines, namely the 1,218 Sual coal-fired power station located in Sual, Pangasinan, the 735 MW Pagbilao coal-fired power station located in Pagbilao, Quezon, and a 20% interest in the 1,200 MW Ilijan natural gas power plant located in Ilijan, Batangas City.The financing for the deal was awarded in December 2006 as the Mirant Asia Pacific - Best Syndicated Loan by Asia Money Magazine Regional Deals of the Year 2006.  The deal was also cited in the Pacific Business Press as the largest energy M&A transaction in the Asia Pacific region for 2006.  Puno Law continues to provide advisory services to TeaM Energy Corporation, the entity that owns, directly or indirectly, the Pagbilao and Sual power plants and indirectly owns a minority interest in the Ilijan power plant.

• Puno Law has also acted a counsel to the Sithe Global Power in connection with its sale on December 27, 2016 of its 66.1% indirect partnership interest in GNPower Mariveles Coal Plant Ltd. Co. (GMCP) and its 40% indirect partnership interest in GNPower Dinginin Ltd. (GNPD) to Therma Power, Incorporated. GMCP is a 604MW subcritical coal-fired power plant in Mariveles, Bataan, and GNPD is a 2x668MW supercritical coal-fired power plant under construction located adjacent to GMCP.  The deal was awarded the 2017 M&A Deal of the Year and the 2017 Deal of the Year by the Asian Legal Business.

• The Firm has acted as counsel to bidders in connection with the sale of equity interests in companies owning coal-fired power plants which are either existing or under development. The Firm has acted as counsel to the: (a) consortium of Marubeni Corporation and JERA Co., Inc. in connection with the 2016 bidding for the purchase of a 49% interest in a 2x600MW greenfield super critical coal-fired power plant project to be located in Brgy. Villa Ibaba, Atimonan, Quezon, the Philippines; and (b) Marubeni Asian Power Singapore Pte Ltd. in connection with the 2014 bidding for the purchase of a minority interest in the 630 MW coal-fired Masinloc thermal power project located in Masinloc, Zambales owned by the AES group.

• Puno Law acted as counsel for the acquisition by Meralco Power Gen of a 49% interest in the 4 x 150MW circulating fluidized bed coal fired power plant located in Mariveles, Bataan owned by Mariveles Power Generation Corporation, which was then a wholly-owned subsidiary of SMC Global Power Holdings Corporation. Puno Law negotiated the subscription agreement and the shareholders’ agreement for this transaction.

• Puno Law acted as project development and finance counsel to Sithe Global Power in connection with the financing of the engineering, design, procurement, development, construction and operation of GNPower Mariveles Coal Plant Ltd. Co.’s 2x300 MW (net) clean pulverized coal-fired power plant in Mariveles, Bataan through debt and equity investment in the aggregate amount of approximately US$1 billion. This transaction reached financial close on January 29, 2010, and was awarded the 2010 Project Finance Deal of the Year by China Law and Practice, a publication part of the Euromoney Institutional Investor's legal media group.

• Puno Law acted as transaction counsel to Cebu Energy Development Corporation in connection with the partialfinancing of the design, procurement, development, construction, operation and maintenance of a 246 MW coal-fired power plant in the Province of Cebu, Philippines, through credit facilities provided by a syndicate of the leading local financial institutions in the aggregate amount of Php16 billion. The transaction involved a Php22.8 billion greenfield project.

• Puno Law acted as project development counsel to Panay Energy Development Corporation in connection with the Php14 billion financing of 2 x 82MW gross (2x72 MW net) circulating fluidized bed coal-fired power plant located in La Paz, Iloilo City, Province of Iloilo.

• Puno Law acted as counsel to the Export-Import Bank of Korea, Asian Development Bank, Sumitomo Mitsui Banking Corporation and other lenders in connection with the US$270 million financing of the construction of KEPCO SPC Power Corporation’s 200 MW circulating fluidized bed coal-fired power plant in Naga, Cebu.

• Puno Law acted as counsel to GNPower Kauswagan Ltd. Co. and other pledgors in connection with the project financing of up to 4x138 MW coal-fired power generation facility and associated facilities located in the Barangays of Tacub and Libertad in the Municipality of Kauswagan, Province of Lanao del Norte.

• Puno Law acted as project development counsel for Therma Marine, Inc.  a  company under Aboitiz Power, Inc.  in connection with the 49MW MI Diesel Battery System – Battery Energy Storage System Project in Maco, Compostela Valley.

Acquisitions

The Firm has been engaged as counsel of the purchasers in a number of major acquisitions in the Philippines.

The Firm was counsel to the 7 conglomerates-consortium behind the PhP 102 Billion build-operate-transfer project for the Ninoy Aquino International Airport, the Philippines’ main international gateway.  In November 2019, the project was given government approval and is going through the process of a Swiss challenge.   Like all of the Firm’s engagements as counsel to purchasers, the Firm is undertaking due diligence review for the Project.

The Firm was counsel to Crescent Point for the purchase of a 13% stake in Del Monte Philippines, Inc. (DMPI) worth US$130 Million.  DMPI produces and sells food and beverage products to domestic and export markets.  The deal was signed in January 2020.

The Firm was counsel to GT Capital Holdings, Inc. (PSE-listed GTCAP) for the acquisition of 1,300 hectares of developable land in Cavite, Philippines.  The deal has a value of at least Php 20B.

The Firm is counsel to ongoing purchases for significant equity stakes in a major conglomerate in the Philippines, mining concessions and energy generation companies, the details of which remain confidential as due diligence and negotiations are on-going.

The Firm was counsel to GTCAP in its purchase of 20% of Metro Pacific Investments Corporation (PSE-listed MPI), which to date is the largest equity investment of GTCAP, totaling Php22B.  The deal closed in mid-2016.

The Firm was counsel to GTCAP in the latter’s acquisition a majority stake in one of the Philippines’ leading real estate companies, Property Company of Friends, Inc. (Profriends).   The deal is valued at least Php16Billion and reached closing in 2015.

The Firm was counsel to Marubeni Corporation in its purchase of twenty percent (20%) indirect equity stake in Maynilad Water Services, Inc. (“Maynilad”).  Maynilad is one of the two water concessionaires servicing Metro Manila.

The Firm was counsel to the consortium of the Blackstone Group, Canada Pension Plan Investment Board, and Cinven Partners LLP for the purchase of the local unit of La Farge (Cement) with a deal value of Php59B.

The Firm was counsel to China Telecom for the entry of this entity into the Philippines’ telecom industry.  The engagement entailed advisory, due diligence and negotiation with regulators and other stakeholders.

The Firm has been counsel to China National Offshore and Oil Corporation (“CNOOC”) for the development of LNG facilities in the Philippines.   The engagement entailed advisory, due diligence and negotiation with government regulators for the establishment of facilities in the Philippines.

The Firm is counsel to a Chinese energy producer looking into purchasing a stake in a Philippine electricity generation company.  Details of the project remain confidential as negotiations are in progress.