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PCIC Profile 2023 December
PCIC Profile 2023 December
INVESTMENT CORPORATION
Presented by Group 6:
De Mesa, Tristan
Go, Ryan Joseph
Macias, Jeremiah IV
Maglaya, Crystel
Regala, Shaina Fe
Table of Contents
• Corporate Background
• Interviewee Background
• Overview of Products & Services
• Debt and Equity Underwriting ( Private
Placements and Public Offerings )
• Financial Advisory & Privatizations, Mergers
and Acquisition Advisory
• Securitization
• Loan Syndication
• Project Development Advisory and
Financing, specializing in BOT/BLT/BOO
• Direct Investments
• Trading of Commercial Papers, Dealer
Notes, Bonds and Others
• Trading of Government Securities (Treasury
bills, Treasury Notes, etc.)
• Equities Trading
• Landmark Transactions
• Management/BOD/Ownership Structure
• Documentation
PentaCapital has acquired a niche in the investment banking and financial services sectors,
specifically: money market operations, consumer financing (through its 98%-owned subsidiary,
PentaCapital Finance Corporation), debt and equity underwriting, financial advisory and project
financing, specially for BOT/BLT projects.
PentaCapital’s net worth as of December 31, 2022 amounted to more than PhP926 Million
(consolidated).
Treasury Services
PentaCapital Investment Corporation has continuously proven its ability to act as financial
advisor to various Philippine companies, to act as underwriter in the following debt and
equity offerings (both private and public) and to act as financial advisor/investment banker
for various BOT / BOO / BLT infrastructure and real estate projects.
FINANCIAL ADVISORY
• Acting as Sole Underwriter to the distributed public offering of Angeles Electric
Corporation and Dagupan Electric Corporation (ongoing).
• Acted as Sole Underwriter to the stock rights offer of Manila Mining Corporation.
• Acted as Sole Underwriter to the distributed public offering of Tarlac Electric, Inc.
• Acted as Financial Advisor to MCCI Corporation and arranged the sale of the
company’s limestone quarry in Kiwalan, Iligan City to CRH Republic Cement
Corporation of the Aboitiz Group of Companies.
• Acted as Financial Advisor to Pargum Consolidated Corporation and arranged the sale
of the company to Satrap Mining Corporation.
• Acted as Financial Advisor to Universal LRT Corporation (BVI) Ltd., for the real-estate
component of the proposed US$1.3 billion integrated road-rail transportation MRT-7
Line BGTOM Project which stretches from North Avenue, Quezon Circle, Batasan,
Fairview to San Jose del Monte, Bulacan.
• Acted as Financial Advisor to Burgundy Asset Development Corporation and its project
lenders and arranged the sale of their 33-storey Burgundy Bayfront Marina Tower.
• Financial Advisor to YH Green Energy Corporation for their 14.5MW solar farm project
in Hermosa, Bataan.
• Acted as Sole Issue Manager and Joint Lead Underwriter to Phoenix Petroleum Phils.,
Inc.’s PhP2.0 billion Series 3 perpetual preferred shares offer (December 2015).
• Acted as Financial Advisor to Universal LRT Corporation (BVI) Ltd., for the real-estate
component of the proposed US$1.3 billion integrated road-rail transportation MRT-7
Line BGTOM Project which stretches from North Avenue, Quezon Circle, Batasan,
Fairview to San Jose del Monte, Bulacan.
• Acted as Issue Manager and Joint Lead Arranger to Phoenix Petroleum Phils., Inc.’s
PhP2.5 billion corporate notes offer.
• Acted as Financial Advisor, Issue Manager & Lead Underwriter to Phoenix Petroleum
Phils., Inc.’s PhP500 million preferred shares offers (Series 1 and Series 2).
• Acted as Financial Advisor to the shareholders of Daguma and Bonanza Coal Mines for
the sale of their shareholdings in Daguma and Bonanza to San Miguel Energy Corp.
• Acted as Financial Advisor and Issue Manager for the PhP2.0 billion Structured
Finance Facility for Stradcom International Holdings, Inc. for the redemption of their
preferred shares held by e-PLDT and IFC.
• Acted as Financial Advisor, Issue Manager & Lead Underwriter for the landmark PhP1.6
billion SPT LTO-IT Asset-Backed Bonds, the first securitization transaction under the
Securitization Act of 2004 (RA 9267).
• Performed an asset valuation of the 3 companies in the Philcomsat Group, for the
purpose of rendering a PSE-required third-party Fairness Opinion certification. The
asset valuation was used as the basis for the re-organization of the 3 companies
through a tax-free share-swap transaction.
• Performed the valuation and Fairness Opinion certification in establishing the value of
the Land Registration Systems, Inc. (LARES) which was used by Infrastructure Leasing
and Finance Services (ILFS, an Indian company) to obtain approval from the Indian
Monetary Authority and the Indian Securities and Exchange Commission to allow ILFS’
to do an equity investment into LARES, Inc. in the Philippines.
• Acted as Lead Underwriter to Philodrill Corporation’s P383 million Stock Rights Offering
to support petroleum projects at Galoc (SC No.14) and Sulu Sea (SC No.41).
• Acted as Financial Advisor & Investment Banker to SCC Nautical Transport Services,
Inc., winning bidder & operator of the Pasig River Ferry Service Project.
• Acts as Financial Advisor & Investment Banker to Hypercash Payment Systems, Inc.,
project proponent of a cellular phone-based RFID automatic & high speed payment
system (formerly known as G-Pass in MRT3).
• Acted as Financial Advisor, Issue Manager, Lead Underwriter & Selling Agent for the
US$378.0 million MRT III Funding Corporation Ltd. Asset Backed Notes (US$1.76
Billion total notional value), which are backed up by Equity Rental Payments (ERPs)
from the Department of Transportation & Communications for the EDSA or MRT Line
3 Rail Transit Project, otherwise known as the MRT Securitization.
• Acted as Financial Advisor and arranged the establishment of the PhP2.373 billion
EDSA MRT Holdings, Inc. by a consortium of seven (7) public and private
Philippine companies, including Fil-Estate Management, Ayala Land, RAMCAR, et al.
• Acted as Financial Advisor and arranged the acquisition of control of EDSA
MRT Corporation Ltd. by EDSA MRT Holdings, Inc.
• Acted as Philippine Financial Advisor and investment banker to the EDSA MRT
Corporation Ltd., owner / lessor of the proposed US$700 million EDSA 3 or EDSA
Mass Railway Transport System (MRT), a Build, Lease, and Transfer (BLT)
flagship infrastructure project of the Republic of the Philippines through the
Department of Transportation and Communications.
• Acts as joint Financial Advisor & Investment Banker to the Hermosa Ecozone
Development Corporation for the planning, development, marketing and management
of the Hermosa Township, a new 478 - hectare economic zone in Hermosa, Bataan
consisting of : an industrial park, a golf and resort club, residential estates and a
commercial center.
• Acted as Financial Advisor to Asian Construction and Development Corporation for its
PhP1.9 billion debt restructuring program.
• Acted as Financial Advisor to J.S. Gaisano, Inc. , owner and operator of the
Citimall, Davao City for its PhP1.0 billion debt restructuring program.
• Acted as Joint Financial Arranger to the Bulacan Water in connection with its PhP2.7
billion debt requirement for the Bulacan Central Bulk Water Supply BOT Project.
• Acted as Financial Advisor to Reynolds Philippines Corporation for its PhP2.8 billion
debt restructuring program.
• Acted as Financial Advisor to Mondragon Leisure & Resorts Corporation for its
PhP6.0 billion debt re-structuring program.
• Acted as Financial Advisor to BW Resources Corporation for its PhP4.2 billion rights
offering.
• Acted as Philippine Financial Advisor and investment banker to the Compagnie General
de Eaux / Sumitomo / Anglo-Philippine Holdings Consortium that is undertaking the
PhP 5.5 billion Bulacan Bulk Water Supply BOT project.
• Acted as Financial Advisor and investment banker to First Oriental Property Ventures,
Incorporated for the 145-hectare Sun City Golf and Residential Estates Projects in
Davao City.
• Arranged the sale of 50% of the common equity stock of CJH Development
Corporation (Camp John Hay, Baguio City) valued at PhP975 million.
• Acted as Lead Firm, Financial Advisor and investment banker to CJH Development
Corporation, a consortium composed of six (6) public and private companies that is
developing and operating the 247-hectare PhP3.0 Billion Camp John Hay project, a
privatization project of the Bases Conversion Development Authority (BCDA).
• Acted as Financial Advisor to Anglo-Philippine Oil and Mining Corporation for its
US$139 million BOT Inabanga River Bohol-Cebu water supply project.
• Acted as Financial Advisor to IBM Philippines, Inc. for the Department of Foreign
Affairs (DFA) Machine Readable Passport and Visa Central Facility BOT Project.
• Acted as Financial Advisor and arranged the joint venture of Fil - Estate Land,
Inc. and Greensquare Properties, Inc. for the development of 1,000 hectares in
Laurel, Batangas (Tagaytay Ridge).
• Sole Issue Manager and Joint Lead Underwriter to Phoenix Petroleum Phils.,
Inc.’s PhP2.0 billion Perpetual Preferred Shares Offer (PNX3A/3B)
• Co-lead Underwriter to the PhP 16.6 billion PNOC-EDC Initial Public Offering.
• Lead Underwriter to Phoenix Petroleum’s P500 million Preferred Shares
Offerings (Series 1 and Series 2).
• Lead Underwriter to Philodrill Corporation’s P383 million Stock Rights
Offering.
• Issue Manager and Lead Underwriter to the PhP 4.2 billion rights offering
of BW Resources Corporation
• Issue Manager to the PhP1.2 billion Private Placement of Asian Hospital,
Inc., owner of the proposed Asian Medical Center to be located at the
Filinvest Corporate City
• Lead Co-Underwriter to the PhP3.9 billion Public Offering of Fil-Estate Land,
Inc.
• Issue Manager and Sole Underwriter to the P25 million Public Offering of
Cophil Exploration Corporation.
• Co-Underwriter to the PhP 466 million rights offering of United Paragon
Mining Corporation
• Co-Underwriter to the PhP 804 million rights offering of Anglo-Philippine Oil &
Mining Corporation
Below is a brief background and description of past engagements and transactions handled and completed by
PentaCapital Investment Corporation (“PentaCapital”).
Demutualization of the Philippine Stock Exchange (August 2001)
Reference : Mr. Ismael G. Cruz, former PSE Board Member
PentaCapital was engaged by the Board of Governors of the Philippine Stock Exchange led by then Chairman
Felipe Yap and then President Ramon Garcia to :
1. Develop a structure complete with step-by-step procedures for the conversion of the Philippine Stock
Exchange from an “Association by Membership” into a profit-oriented stock corporation.
2. Establish a formula to determine the beginning value of the PSE Shares.
3. Establish a formula to determine the beginning value of the PSE Trading Rights.
PentaCapital with our experience in the demutualization of Insular Life (by JF Cinco, PentaCapital President & CEO)
developed the demutualization masterplan for the Philippine Stock Exchange and the valuation methodology to
determine the beginning values of the PSE shares and the PSE Trading Rights.
In all ASEAN countries, the distributorship of Komatsu heavy equipment is owned and operated by Marubeni
Corporation, except for the Philippines where the distributorship was owned and operated by Maxima
Equipment Company, Inc. . PentaCapital was engaged by Maxima to arrive at a fair price for the sale of 40%
ownership in Maxima to Marubeni. Marubeni wasrepresented by SGV (now Ernst & Young). PentaCapital used
both the book value method and future earnings method to arrive at the fair price per share for the buy-in
transaction and represented Maxima in the negotiations with Marubeni.
Securitization of the LTO-IT Project Computer Fees for Stradcom Corporation (April 2007)
Reference : Mr. Cezar T. Quiambao
In 2006, Stradcom Corporation engaged PentaCapital to complete a securitization transaction under the
Securitization Act of 2004 (RA 9267) and be the Issue Manager and Lead Underwriter of the P1.6 Billion SPT
LTO-IT Asset-Backed Bonds. Similar to the MRT3 Securitization, PentaCapital used a pricing and valuation
model on Stradcom’s future computer fees to come out with right amount of SPT LTO-IT Asset Backed Bonds
that can be issued. PentaCapital originated the SPT LTO-IT Asset-Backed Bonds and was Sole Lead
Underwriter and Sole Issue Manager to this PhP1.6 Billion offering.
Stradcom International Holdings, Inc. (SIHI) Structured Finance Facility (February 2008)
Reference : Mr. Cezar T. Quiambao
In May 2007, SIHI engaged PentaCapital to develop a settlement plan to redeem the maturing convertible
preferred shares SIHI issued to prevent shareholders e-PLDT (22.5%) and IFC (15%) from exercising
conversion to common equity. PentaCapital developed a PhP2.0Billion Structured Finance Facility for SIHI
consisting of Debt (PhP900M at 12%p.a.) and Equity Sale with Repurchase (PhP1.1Billion with 20%p.a. yield).
PentaCapital originated this “Combo” structured finance facility and was the Sole Lead Underwriter and Sole
Issue Manager to this PhP2.0 Billion offering.
Mr. Cinco is a former President, COO, and Director Mr. de Leon is a former Assistant Vice-
of the International Corporate Bank (Interbank). President and Head of the Domestic Norman Pe’s educational background includes
Prior to Interbank, he was also a President, CEO, and Treasury Division of the International a BS-Finance degree from De La Salle
Director of the Family Bank and Trust Company; Corporate Bank (Interbank), in charge of University; EDP/ MIS education from the
President of Ayala Investment and Development peso liquidity and reserve requirement Institute of Advance Computer Technology
Corporation (AIDC); Senior Vice President of Ayala management and securities dealership. He (Andersen Consulting Group); and an MBA-
Corporation. He was also a Director of various was also chief foreign exchange dealer at Finance degree from Northeastern University
private and public companies, including: the Bank of the Family Bank and Trust Company. He in Boston, Massachusetts, USA.
the Philippine Islands (BPI), Benguet Corporation, started his banking career as a money
Manila Electric Company (Meralco), Insular Life market trader at Citytrust Banking His was previously with the Finance and
Assurance Company, Inc., Engineering Equipment Corporation, handling both high net worth Budget Control of Combank’s Controllership
Inc., Prudential Guarantee & Assurance Company, individuals and corporate accounts. Mr. de Group; followed as Liquidity and Reserves
Inc., Marina Properties Corporation, Erectors Inc., Leon graduated with Honorable Mention Specialist of Boston Bank of the Philippines’
Manila Gas Corporation, and Philippine Commercial from the Ateneo de Manila University with Treasury Group in 1988. He later moved out of
Capital Inc. Mr. Cinco is both a lawyer and a a degree in A. B. Economics. the banking industry in 1991 and joined
Certified Public Accountant (CPA) with Bachelor of Benguet Management Corporation as Group
Science in Commerce and Bachelor of Law (Cum Manager for Finance & Administration, and
Laude) degrees from the Far Eastern University. Subsidiaries of the Corporation, where he
gained direct management experience of
companies in industries including: metal
fabrication (foundry), mining and quarrying,
lumber and forestry, corporate plantation and
agribusiness, and land & sea freight, among
others.
Norman T. Pe - Director
Concurrently Executive Vice President and Comptroller of PentaCapital Investment Corporation.