Republic of the Philippines: Transaction Advisory Services for the Preparation of Public-Private Partnership Projects: Finance & Tax Consultation

TA No: TA-10108

Executing Agency: Department of Energy

Project ID: 57039-001

Project name: Transaction Advisory Services for the Preparation of Public-Private Partnership Projects:

Description: Objective and Purpose of the Assignment
The Asian Development Bank (“ADB”) is working with the Power Sector Assets and Liabilities Management Corporation (“PSALM”) in the Philippines to assess options for the monetization of the Caliraya-Botocan-Kalayaan Hydroelectric Power Plant (“CBK”). CBK is a complex consisting of three separate facilities in the province of Laguna, Philippines with an aggregated generating capacity of 728 MW. In 2001, CBK was contracted to CBK Power Company Limited (“CBK PCL”) under a 25-year Build Rehabilitate Operate Transfer (“BROT”) concession. Under the concession, CBK PCL is responsible for the operations and maintenance of the Project and ensuring the availability of the Project while all dispatch decisions as well as ownership of the power produced is with PSALM. The Power Purchase Agreement (“PPA”) between PSALM and CBK PCL is set to expire in February 2026.
CBK is composed of the following plants: Caliraya Hydroelectric Power Plant was commissioned in 1942. It has a capacity of 22.6 MW and it shares the Caliraya reservoir with Kalayaan. CBK PCL completed the rehabilitation of the plants’ waterway, powerhouse, auxiliary equipment and structures in 2002. Botocan Hydroelectric Power Plant was built in 1930 and is the oldest hydroelectric power plant in the Philippines. It is a run-of-river power plant on the Botocan River and has a capacity of 20.8 MW. As part of the BROT concession, the plant underwent a rehabilitation and upgrading program that extended the useful life of the Botocan Dam and power plant equipment by another 50 years. Kalayaan Pumped Storage Power Plant was built in 1982 and is the first pumped storage facility in the Philippines. Under the BROT, Kalayaan I was upgraded from 300 MW to over 336 MW and Kalayaan II was built with a guaranteed capacity of 348.6 MW. The plant design allows the possible installation of a third spillway and unit which could bring the plant size to almost 1,000 MW. Kalayaan’s primary function is to provide ancillary services such as frequency regulation and control. ADB is seeking the services of a financial, accounting and tax advisory firm or consortium of firms (the “Consultant") to assist with the financial modelling, accounting and tax advisory, valuation, data room management and tender support for the monetisation of CBK. The ADB will separately procure an Energy Market Consultant, a Technical Consultant, and an external Legal Counsel. The Consultant will directly report to the ADB’s team. The Consultant will work closely with the Energy Market Advisor, the Legal Counsel, and the Technical Consultant under ADB team’s guidance. The main objectives of the Consultant’s assignment are to develop a financial model incorporating different operation scenarios for the CBK, conduct a valuation of the CBK for the purpose of determining the minimum bid price and assist ADB and PSALM in conducting the tender process.

Duration: 17 months