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Final Prospectus

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Final Prospectus Aboitiz Power Corporation P30,000,000,000 Debt Securities Program Second Tranche: P10,000,000,000 with an Oversubscription Option of up to P5,000,000,000 Series B: 7.5095% p.a. Fixed Rate Bonds Due 2024 Series C: 8.5091% p.a. Fixed Rate Bonds Due 2028 Offer Price: 100% of Face Value Sole Issue Manager, for the Second Tranche: Joint Lead Underwriters for the Second Tranche: Selling Agents SB Capital Investment Corporation First Metro Investment Corporation The date of this Prospectus is October 10, 2018. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD BE REPORTED IMMEDIATELY TO THE SECURITIES AND EXCHANGE COMMISSION. 1 Prospectus (A corporation duly organized and existing under Philippine laws) ABOITIZ POWER CORPORATION 32nd STREET, BONIFACIO GLOBAL CITY 1634 TAGUIG CITY, METRO MANILA, PHILIPPINES TELEPHONE NUMBER: (632) 886-2800 This Prospectus relates to the takedown of the second tranche of the Philippine peso-denominated fixed-rate bonds (the “Second Tranche Bonds”) and the public offer for sale, distribution, and issuance by Aboitiz Power Corporation (“AboitizPower”, the “Issuer”, or the “Company”) of the Second Tranche Bonds (the “Offer”) under the Company’s P30,000,000,000 Debt Securities Program (the “Debt Securities Program”). The Debt Securities Program was authorized by a resolution of the Board of Directors of the Company dated 23 March 2017. A registration statement was filed by the Company covering bonds with an aggregate principal amount of P30,000,000,000 applied for shelf registration (the “Bonds”) and was rendered effective by the Securities and Exchange Commission (“SEC”) by its order dated 19 June 2017 (the “Shelf Registration”). A permit to offer the first tranche of the Bonds with an aggregate principal amount of P3,000,000,000 (the “Series A Bonds”) was issued on 19 June 2017 by the SEC (the “Initial Offer”). The Series A Bonds issued on 3 July 2017 and the Initial Offer were covered by a Prospectus and Offer Supplement dated 16 June 2017. The Offer will consist of the primary offer of an aggregate principal amount of P10,000,000,000 with an oversubscription option of up to P5,000,000,000 (the “Oversubscription Option”). In case the Oversubscription Option is partly exercised or not exercised at all during the Offer Period (as defined below), the Second Tranche Bonds under Oversubscription Option that will not be taken up or exercised during the Offer Period will remain under shelf registration and may be issued in tranches within three years from the date of the effectivity of the registration statement (the “Shelf Period”). The Second Tranche Bonds will be issued on October 25, 2018 (the “Issue Date”) and will be comprised of Series B and Series C Bonds. Series B Bonds shall have a term ending five (5) years and one (1) quarter from the Issue Date, or on January 25, 2024, with a fixed interest rate of 7.5095% per annum and an optional redemption on the fourth (4th) anniversary of the Issue Date, and if such date is not a Banking Day, on the immediately succeeding Banking Day if such date is not a Banking Day (the “Series B Bonds”). Series C Bonds shall have a term ending ten (10) years from the Issue Date, or on October 25, 2028, with a fixed interest rate of 8.5091% per annum and an optional redemption on the seventh (7th), eight (8th), and ninth (9th) anniversary of the Issue Date, and in each case, the immediately succeeding Banking Day if such date is not a Banking Day (the “Series C Bonds”). Interest on the Second Tranche Bonds shall be payable quarterly in arrears on January 25, April 25, July 25, and October 25 of each year while the Second Tranche Bonds are outstanding, or the subsequent Banking Day without adjustment if such Interest Payment Date is not a Banking Day. The last Interest Payment Date shall fall on the relevant Maturity Date while the Second Tranche Bonds are outstanding (see “Description of the Offer” – “Interest” on page 58 of this Prospectus). The Second Tranche Bonds shall be redeemed at par (or 100% of the face value) on their respective Maturity Dates, unless the Company exercises its early redemption option (see “Description of the Offer” – “Redemption and Purchase” on page 59 of this Prospectus). Upon issuance, the Second Tranche Bonds shall when issued, constitute direct, unconditional, unsecured and unsubordinated Philippine Peso denominated obligations of the Issuer and shall rank pari passu and ratably without any preference or priority amongst themselves and at least pari passu in priority of payment with all other present and future unsecured and unsubordinated obligations of the Issuer, other than (i) obligations preferred by the law, (ii) any obligation incurred by the Issuer pursuant to Section 5.02 (a) of the Trust 2 Agreement or as may be allowed by the Trust Agreement, and (iii) other Indebtedness (as defined herein) or obligations disclosed by the Issuer to the Trustee as of Issue Date. The Second Tranche Bonds shall effectively be subordinated in right of payment to, among others, all of AboitizPower’s secured debts to the extent of the value of the assets securing such debt and all of its debt that is evidenced by a public instrument under Article 2244(14) of the Civil Code of the Philippines, unless the Issuer procures a waiver of the preference created by such notarization or equally and ratably extend such preference to the Second Tranche Bonds. (see “Description of the Offer” – “Ranking” on page 58 of this Prospectus). The Second Tranche Bonds have been rated PRS Aaa, with a stable outlook by PhilRatings on August 29, 2018. Obligations rated PRS Aaa are of the highest quality with minimal credit risk. The Company’s capacity to meet its financial commitment on the Second Tranche Bonds is extremely strong. PRS Aaa is the highest rating assigned by PhilRatings. The rating and outlook were assigned given the following key considerations: (1) significant levels of cash flows and financial flexibility in relation to debt service requirements; (2) adequate capital structure supported by healthy growth in retained earnings; (3) diversified portfolio, with good growth prospects and; (4) experienced management team. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organization. The Second Tranche Bonds are offered to the public at face value through the Joint Lead Underwriters named in this Prospectus with the Philippine Depository & Trust Corp. (“PDTC”) as the Registrar of the Second Tranche Bonds. The Second Tranche Bonds shall be issued in scripless form in minimum denominations of P50,000 each, and in integral multiples of P10,000 thereafter. The Second Tranche Bonds shall be traded in denominations of P10,000 in the secondary market. AboitizPower intends to cause the listing of the Second Tranche Bonds on a securities exchange licensed with the SEC and has initiated discussions with the Philippine Dealing & Exchange Corporation (PDEx) for this purpose. However, there can be no assurance that such a listing will actually be achieved either before or after the Issue Date or whether such a listing will materially affect the liquidity of the Second Tranche Bonds on the secondary market. Such listing would be subject to the Company’s execution of a listing agreement with PDEx that may require the Company to make certain disclosures, undertakings and payments on an ongoing basis. AboitizPower expects to raise gross proceeds of P10,000,000,000 from the primary offer, and up to P15,000,000,000 if the Oversubscription Option is fully exercised. The net proceeds from the Offer is estimated to be P9,881,132,143 from the primary offer P14,825,066,964 if the Oversubscription Option is fully exercised, after fees, commissions, and expenses. Proceeds of the Offer shall be used for (i) refinancing of the medium-term loan of Therma Power, Inc., (ii) repayment of its short-term loan obligations; and (iii) general corporate purposes, which are discussed further in the section entitled “Use of Proceeds” on page 46 of this Prospectus. The Sole Issue Manager and Joint Lead Underwriters shall receive an aggregate fee of 0.315% inclusive of GRT on the final aggregate nominal principal amount of the Second Tranche Bonds issued, which is inclusive of underwriting fees and selling commissions to be paid. However, there can be no assurance in respect of: (i) whether AboitizPower would issue the remaining amount of the Bonds at all; (ii) the size or timing of any individual issuance or the total issuance of such Bonds; or (iii) the specific terms and conditions of any such issuance. Any decision by AboitizPower to offer such Bonds will depend on a number of factors at the relevant time, many of which are not within AboitizPower’s control, including but not limited to: prevailing interest rates, the financing requirements of AboitizPower’s business and prospects, market liquidity and the state of the domestic capital market, and the Philippine, regional and global economies in general. AboitizPower confirms that this Prospectus contains all material information relating to the Company, its affiliates and subsidiaries, as well as all material information on the issue and offering of and the Second Tranche Bonds as may be required by the applicable laws of the Republic of the Philippines. No facts have been omitted that would make any statement in this Prospectus misleading in any material respect. AboitizPower confirms that it has made all reasonable inquiries with respect to any information, data and analysis provided to it by its advisors and consultants or which is otherwise publicly available for inclusion into 3 this Prospectus.
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