PENTACAPITAL

INVESTMENT CORPORATION

Presented by Group 6:

De Mesa, Tristan
Go, Ryan Joseph
Macias, Jeremiah IV
Maglaya, Crystel
Regala, Shaina Fe

PentaCapital Investment Corporation _____________________________________________________ December 2023

 PENTACAPITAL
INVESTMENT CORPORATION

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 Investment Corporation _____________________________________________________ December 2023

 PENTACAPITAL INVESTMENT CORPORATION
CORPORATE BACKGROUND

PentaCapital Investment Corporation (PentaCapital) is a leading independent investment house

in the Philippines known for its unique expertise in project development and financing, specially
for real estate, leisure and infrastructure projects. PentaCapital was organized in late 1993 by a
group of investment bankers and the Philodrill Corporation to engage in investment banking
services with an initial subscribed capital of PhP200 million and paid-up capital of PhP150 million.

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 is managed by a team of experienced managers with a combined experience of

more than 150 years. Senior officers of PentaCapital have extensive foreign and local experience
in the field of merchant, investment and commercial banking, corporate finance, underwriting,
project financing, mergers and acquisition, securitization, securities dealership, foreign exchange,
money and capital markets, and investment management. PentaCapital shall continue to cater to
clients in real estate development, leisure and tourism, mineral resources development,
transportation, water resources and infrastructure.

PentaCapital’s net worth as of December 31, 2022 amounted to more than PhP926 Million
(consolidated).

PentaCapital Investment Corporation _____________________________________________________ December 2023

 PENTACAPITAL IS A FINANCIAL SERVICES GROUP COMPOSED OF THE
FOLLOWING COMPANIES :

PENTACAPITAL INVESTMENT CORPORATION

An Investment House
Established in 1993

PENTACAPITAL FINANCE CORPORATION

A Finance Company
Established in 1957

PENTACAPITAL MANAGEMENT CORPORATION

A Management Company
Established in 1993

PENTACAPITAL HOLDINGS, INCORPORATED

A Direct Investments Company
Established in 1996

INTRA - INVEST SECURITIES, INCORPORATED

A Stockbrokerage Firm
Established in 1987

PENTA INSURANCE BROKER SERVICES, INCORPORATED

An Insurance Brokerage Firm
Established in 2003

PentaCapital Investment Corporation _____________________________________________________ December 2023

 PENTACAPITAL
INVESTMENT CORPORATION

Norman Pe’s educational background includes a BS-Finance degree

from De La Salle University; EDP/ MIS education from the Institute of
Advance Computer Technology (Andersen Consulting Group); and
an MBA-Finance degree from Northeastern University in Boston,
Massachusetts, USA.

His was previously with the Finance and Budget Control of

Combank’s Controllership Group; followed as Liquidity and Reserves
Specialist of Boston Bank of the Philippines’ Treasury Group in 1988.
He later moved out of the banking industry in 1991 and joined
Benguet Management Corporation as Group Manager for Finance &
Administration, and 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
Mr. Norman T. Pe
freight, among others. Executive Vice President and
Head – Investment Banking
and Group Comptroller
Concurrently Executive Vice President and Comptroller of
PentaCapital Investment Corporation.

PentaCapital Investment Corporation _____________________________________________________ December 2023

 PRODUCTS AND SERVICES

Investment Banking 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

Treasury Services

• Trading of Commercial Papers, Dealer Notes, Bonds and Others

• Trading of Government Securities (Treasury bills, Treasury Notes, etc.)
• Equities Trading

PentaCapital Investment Corporation _____________________________________________________ December 2023

 EXPERIENCE AND TRACK RECORD
( Licensed as an Investment House on September 8, 1993 )

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.

PentaCapital Investment Corporation _____________________________________________________ December 2023

 FINANCIAL ADVISORY ( cont’n )

• Acted as Financial Advisor to Pargum Consolidated Corporation in obtaining all the

regulatory requirements including a mining feasibility plan with a competent persons
report and arranged the sale of their gold mine in Paracale, Camarines Norte (Bicol
Region) to a strategic mining investor.
• 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.

• Provided valuation services to Phoenix Petroleum Phils., Inc. in their acquisition of

Chelsea Shipping Corporation through a stock swap transaction.

• Acted as Issue Manager and Joint Lead Arranger to Phoenix Petroleum Phils., Inc.’s
PhP2.5 billion corporate notes offer.

PentaCapital Investment Corporation _____________________________________________________ December 2023

 FINANCIAL ADVISORY ( cont’n )

• 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.

PentaCapital Investment Corporation _____________________________________________________ December 2023

 FINANCIAL ADVISORY ( cont’n )

• 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 to the shareholders of Maxima Equipment Company, Inc. for
the purchase of Marubeni Corporation (Japan) of 40% of the outstanding shares of
Maxima.

• 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.

PentaCapital Investment Corporation _____________________________________________________ December 2023

 FINANCIAL ADVISORY ( cont’n )

• 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.

PentaCapital Investment Corporation _____________________________________________________ December 2023

 FINANCIAL ADVISORY ( cont’n )

• Acted as Financial Advisor to STAR Infrastructure Development Corporation for its

PhP2.5 billion Southern Tagalog Arterial Road (STAR) Project, Stage 2.

• Acted as Financial Advisor to a consortium that bidded to acquire 100% of Philippine

Passport Corporation, the project proponent for the PhP2.0 billion DFA BOT Philippine
Passport Project.

• Acted as Financial Advisor to Local Government Units of RDC Region IV in connection

with a proposed LEAP Educational Asset Backed Bonds issue worth PhP5.0 billion to
fund the Local Educational Acceleration Program ( LEAP ), otherwise known as the
Special Education Funds (SEF) Securitization.

• 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.

PentaCapital Investment Corporation _____________________________________________________ December 2023

 FINANCIAL ADVISORY ( cont’n )

• Acted as Financial Advisor and investment banker to Bonifacio Land Corporation in

connection with the settlement and/or refinancing of its maturing convertible, long term
commercial paper amounting to PhP3.0 billion.

• 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 investment banker to Asian Hospital, Incorporated, a new company that is

constructing the PhP3.0 billion 518-bed, world - class Asian Hospital & Medical Center
at the Filinvest Corporate City, Alabang.

• 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
PentaCapital for the
Investment 145-hectare
Corporation Sun City Golf and Residential Estates Projects
_____________________________________________________ in
December 2023
 FINANCIAL ADVISORY ( cont’n )
• Acted as Financial Advisor and investment banker to Green Circle Properties and

Resources, Incorporated & Green Square Properties Corporation for the planning,
development, financing and management of the 27,800-hectare former Ibuna estate in
Aurora and Quezon Provinces into a world-class, master planned metropolis consisting
of a resort city, a university city, an industrial city and a new satellite government 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 for Project Development and Financing to the

Province of Batangas.

PentaCapital Investment Corporation _____________________________________________________ December 2023

 FINANCIAL ADVISORY ( cont’n )
• Acted as Financial Advisor to Stirling Resources of Australia and Akubra
Gold,
Corporation Ltd.

• 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).

• Acted as Financial Advisor to Interport Resources Corporation for its diversification

program.

• Acted as Financial Advisor to Abacus Consolidated Resources & Holdings, Inc.

in
the formation of Pacific Online Systems Corporation, the operator of lotto
operations for Visayas and Mindanao.

• Acted as Financial Advisor and arranged the private placement of PhP120.0

million worth of shares of Cophil Exploration Corporation.

PentaCapital Investment Corporation _____________________________________________________ December 2023

 EQUITY UNDERWRITING
Lead or Co-Lead Underwriter to the following equity offerings :

• 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

PentaCapital Investment Corporation _____________________________________________________ December 2023

 EQUITY UNDERWRITING ( cont’n.)
Participating Underwriter to the following Initial Public Offerings (IPOs):
Philippine National Reinsurance PhP 2.8 billion San Miguel Purefoods Preferred Shares PhP 15.0 billion
Manila Water PhP 5.36 million Petron Corporation Preferred Shares PhP 5.8 billion
SM Investments Corporation PhP 28.75 billion Phoenix Petroleum Phils., Inc. PhP
Semirara Php 548.09 million TKC Steel PhP
Philippine Seven Corporation PhP 355.00 million Splash Corporation PhP 2.0 billion
Reynolds Philippines Corp. PhP 1.00 billion Tanduay Holdings PhP
Uniwide Holdings,Incorporated PhP 4.30 billion I-Remit PhP 500 million
Empire East Land Holdings, Inc. PhP 5.50 billion Alliance Global, Inc. PhP
Hi-Cement Corp. PhP 2.00 billion GMA Network, Inc. PhP
Alsons Cement Corp. PhP 2.89 billion GMA Holdings, Inc. PhP
Fortune Cement Corp. PhP 1.15 billion San Miguel Corp. Secondary Offer PhP
PNB (third tranche) PhP 1.90 billion GT Capital Holdings, Inc. US$ 503 million
DMCI Holdings, Inc. PhP 3.50 billion SMC Preferred Series 2 PhP 80.0 billion
Filipino Fund, Inc. PhP 800.00 million Xurpas Inc. PhP 1.6 billion
Ionics Circuits, Inc. PhP 775.00 million Wilcon Depot, Inc. PhP 7.03 billion
Piltel Corporation PhP 4.8 billion
Bankard, Inc. PhP 620.00 million
La Tondena Distillers, Inc. PhP 1.10 billion
Vitarich Corporation PhP 1.30 billion
Alaska Milk Corporation PhP 530.00 million
Swift Foods, Inc. PhP 1.60 billion
Aboitiz Equity Ventures, Inc. PhP 3.20 billion
Philippine Savings Bank PhP 602.00 million
Mondragon International (Phils.) PhP 537.00 million
Petron Corporation PhP 10.00 billion
SM Prime Holdings, Inc. PhP 5.00 billion
Selecta Dairy Products, Inc. PhP 401.00 million
Universal Robina Corporation PhP 6.50 billion
PentaCapital Investment Corporation _____________________________________________________ December 2023
 DEBT UNDERWRITING

Lead or Co-Lead Underwriter to the following debt offerings :

• Issue Manager and Lead Arranger to the PhP2.5 billion Corporate Notes
Offering of Phoenix Petroleum Phils., Inc.
• Issue Manager and Lead Underwriter to the PhP2.0 billion Structured
Finance Facility for Stradcom International Holdings, Inc.
• Issue Manager and Lead Underwriter to the PhP 1.6 billion LTO-IT Asset-
Backed Bonds Offering.
• Issue Manager and Lead Underwriter to the US$1.76 billion MRT3 Asset-
Backed Notes Offering.
• Issue Manager and Lead Underwriter to the PhP3.0 billion Investor’s
Series Asset Participation Certificates to finance the Pabahay sa Riles
Housing with Elevated Tollway project.

PentaCapital Investment Corporation _____________________________________________________ December 2023

 SHORT AND LONG TERM COMMERCIAL PAPERS

Participating Underwriter and selling agent in the following:

PhP 5.0 billion Fixed-Rate Bonds of First Metro Investment Corp.

PhP 5.0 billion Fixed-Rate Notes of PLDT
PhP 5.0 billion Fixed Rate Notes of GT Capital Holdings, Inc.
PhP 2.0 billion Fixed-Rate Notes of Manila Electric Co.
PhP 8.0 billion Fixed-Rate Bonds of Ayala Land, Inc.
PhP 1.5 billion LTCP of Pilipinas Shell Corporation
PhP 1.0 billion LTCP of ABS-CBN Broadcasting Corporation
PhP 1.0 billion LTCP of JG Summit Holdings, Incorporated
PhP 200 million STCP of PT&T
PhP 500 million STCP of Metro Pacific Corporation
PhP 200 million STCP of Mondragon International Philippines
PhP 400 million STCP of Puerto Azul Land, Incorporated

PentaCapital Investment Corporation _____________________________________________________ December 2023

 OTHER FINANCIAL SERVICES
Arranged and provided credit facilities to various prime corporate clients, including the following:

San Miguel Group Philodrill Corporation RFM Corporation

Swift’s Foods Bacnotan Steel Corporation Pepsi Cola
RAMCAR, Inc. Bacnotan Cement Corporation Pilipinas Shell Petroleum Corporation
Market Developers, Inc. Amkor-Anam Hi-Cement Corporation
Columbian Motors Corporation Omnivest Inc. Intra-Invest Securities, Inc.
C. Alcantara & Sons Mondragon Group Sales Isla Communications Corporation
La Panday Holdings Mondragon International Alsons Development Corporation
Citadel Holdings, Inc. Metro Pacific Corporation Reynolds Philippines
Greensquare Properties, Inc. Foremost Development Corp. Philippine Wireless Inc.
Central Cement Corporation Mondragon Personal Sales, Inc. Express Telecommunications Company
La Tondena Distillers, Inc. Coca-Cola Bottlers Phils., Inc. Victorias Milling Corporation
Manila Electric Company Davao Union Cement Corp. PT&T
The PHINMA Group United Paragon Mining Corp. Philippine Cocoa Corporation
First Dominion Prime Holdings, Inc. Summa Kumagai, Inc. Software Ventures, Inc.
First Asia Ventures Corp., Inc. Diwa Asia Publishing, Inc. First Asia Systems & Technology, Inc.
ABS-CBN Broadcasting Corp. National Book Store, Inc. Stradcom Corporation
JS Gaisano, Inc. Columbian Autocar Corp. Asian Carmakers Corporation (BMW)
Platinum Group Metals Corp. Liwayway Marketing Corp. All Card Plastics Phils., Inc.
Chelsea Shipping Corporation Splash Corporation HMR Philippines, Inc.
Ascott Resources & Dev’t Corp. CAAP Industries, Inc. SDW Realty Development Corporation
Chelsea Logistics Holdings Corp. Eurobrands, Inc. MCCI Corporation
Modena Motorsports, Inc. Diwa Learning Systems Southwest Tours (boracay, Inc.)
Asset Growth, Inc. RKMI Philippines, Inc. Tentay Foods Corporation
P.A. Alvarez Realty & Dev’t. Corp. TMC Tribal mining Corporation
PentaCapital Investment Corporation _____________________________________________________ December 2023
 LANDMARK TRANSACTIONS

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.

Philcomsat Tax-Free Share Swap Transaction (July 2010)

Reference : Ms. Manolita Morales , Chief Finance Officer, Philcomsat
Philcomsat Group mandated PentaCapital to develop a structure by which their PSE-listed company – Philcomsat
Holdings Corporation (PHC) would become the parent holding company of the two other companies : Philippine
Overseas Telecommunications Corporation (POTC), and Philippine Communications Satellite Corporation
(Philcomsat, w/ NTC mega franchise).
A major part of the structure developed by PentaCapital required a thorough valuation analysis of the three
companies involved to determine the swap price and the swap ratio for each company to guide the implementation
of the contemplated tax-free share-swap transaction and this was covered by a Valuation Report and a Fairness
Opinion Letter for the engagement.

PentaCapital Investment Corporation _____________________________________________________ December 2023

 LANDMARK TRANSACTIONS

Marubeni - Maxima Buy-In (August 2006)

Reference : Mr. Raul Ang, President Maxima Corporation

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.

LARES, Inc. (Land Registration Systems, Inc.) (September 2008)

Reference : Mr. Cezar T. Quiambao
PentaCapital performed the Valuation and Fairness Opinion Certification in establishing the value of LARES,
Inc. which was used by a big Indian conglomerate called ILFS (Infrastructure Leasing and Finance Services)
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. ILFS has already gotten approval
from the Monetary Authority of India and the Securities and Exchange Commission of India and is presently a
shareholder of LARES.
Securitization of the DOTC Equity Rental Payments for MRT Line 3 (November 2002)
Reference : Mr. Robert John L. Sobrepena, President , Fil-Estate Corporation
In 2001 a group comprising 77.68% of the original EDSA MRT Line-3 consortium members engaged
PentaCapital to initiate and manage a securitization transaction for the creation of the MRT3 Asset-Backed
Notes by assigning their rights to receive 25-years of Equity Rental Payments from the Department of
Transportation and Communication. Using a pricing and valuation model, PentaCapital was able to determine
the right amount of MRT3 Asset Backed Notes to be issued. PentaCapital originated the MRT3 ABS Notes
and was the Sole Lead Underwriter and Sole Issue Manager to this US$1.76Billion offering.

PentaCapital Investment Corporation _____________________________________________________ December 2023

 LANDMARK TRANSACTIONS

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.

PentaCapital Investment Corporation _____________________________________________________ December 2023

 THE MANAGEMENT TEAM

Jovencio F. Cinco Jose Ma. A. De Leon Norman T. Pe

Chief Executive Officer President and Chief Operating Executive Vice President and
Officer Head – Investment Banking
and Group Comptroller

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, Treasury Division of the International a BS-Finance degree from De La Salle
and Director of the Family Bank and Trust Corporate Bank (Interbank), in charge of University; EDP/ MIS education from the
Company; President of Ayala Investment and peso liquidity and reserve requirement Institute of Advance Computer Technology
Development Corporation (AIDC); Senior Vice management and securities dealership. He (Andersen Consulting Group); and an MBA-
President of Ayala Corporation. He was also a was also chief foreign exchange dealer at Finance degree from Northeastern University
Director of various private and public companies, the Family Bank and Trust Company. He in Boston, Massachusetts, USA.
including: the Bank of the Philippine Islands (BPI), started his banking career as a money
Benguet Corporation, Manila Electric Company market trader at Citytrust Banking His was previously with the Finance and
(Meralco), Insular Life Assurance Company, Inc., Corporation, handling both high net worth Budget Control of Combank’s Controllership
Engineering Equipment Inc., Prudential Guarantee individuals and corporate accounts. Mr. de Group; followed as Liquidity and Reserves
& Assurance Company, Inc., Marina Properties Leon graduated with Honorable Mention Specialist of Boston Bank of the Philippines’
Corporation, Erectors Inc., Manila Gas Corporation, from the Ateneo de Manila University with Treasury Group in 1988. He later moved out of
and Philippine Commercial Capital Inc. Mr. Cinco a degree in A. B. Economics. the banking industry in 1991 and joined
is both a lawyer and a Certified Public Accountant Benguet Management Corporation as Group
(CPA) with Bachelor of Science in Commerce and Manager for Finance & Administration, and
Bachelor of Law (Cum Laude) degrees from the Far Subsidiaries of the Corporation, where he
Eastern University. 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.

PentaCapital Investment Corporation _____________________________________________________ December 2023

 BOARD OF DIRECTORS
Adrian S. Ramos - Chairman of the Board
Chairman and President of Philodrill Corp., National Bookstore, Vulcan Industrial & Mining Corp., United
Paragon Mining Corp.; Chairman of Atlas Consolidated Mining Corp., Anglo-Philippine Holdings Corp.,
Carmen Copper Corp.; Vice Chairman of Shang Properties, Inc., Shangri-La Plaza Corp., MRT Dev’t. Corp.

Jovencio F. Cinco - Vice Chairman

Former Vice Chairman of PS Bank, Former member of the Board of Advisers of Metrobank. Former
President of Interbank, Family Bank, and Ayala Investment and Development Corporation. Former Director of
the Ayala Corporation, BPI, Benguet Corp., EEI, Insular Life, Meralco, Manila Gas, Marina Properties, PCCI,
and Prudential Guarantee.

Christopher Gotangco - Director

President and COO of Anglo-Phil Corporation, Director of Philodrill Corporation, Vulcan Ind’l Mining Corp.,
MRT Holdings, Inc., MRT Dev’t Corp., North Triangle Depot Comm’l Corp., Atlas Consolidated Mining & Dev’t
Corp., Boulevard Holdings, Corp.

Reynaldo E. Nazarea - Director

Treasurer and VP-Administration of Philodrill Corporation. Director of PentaCapital Finance Corporation and
PentaCapital Holdings, Inc.

Adrian S. Arias - Director

EVP and Asst Corp. Sec. of Anglo-Phil. Holdings Corp., Corp. Sec. of Philodrill Corp., QFI Distribution
Ventures, Inc., Active Multi-Marketing & Merchandising, Inc. Asst. Corp. Sec. of BW Logcom Ventures, Inc.
and Quantum Foods, Inc.

PentaCapital Investment Corporation _____________________________________________________ December 2023

 BOARD OF DIRECTORS

Norman T. Pe - Director
Concurrently Executive Vice President and Comptroller of PentaCapital Investment Corporation.

Ely H. Chua - Director

A Director of F. J. Wegon Holdings, engaged in power projects and real estate development; and a
Director of Simon Enterprises, Inc., a Cebu-based trading company.

William H. Chua - Director

Chairman of Simon Enterprises and EVP of Cebu Agribusiness Inc., Chenrust Industrial Sales Inc., FJ
Wegon Farms, Inc., Globewest Finance Corp., Shellchem Corp., Bilis Transport Corp., Loreta Realty Corp.

Jose Ma. A. De Leon - Director

Concurrently President and COO of PentaCapital Investment Corporation.

Josue A. Camba, Jr. - Director (Independent)

Former President of Basic Petroleum and ValueGen Financial and former Director of the Export and
Industry Bank; former President of Urbancorp Investments, Inc., Resources & Investment Corporation
and New Millenium Investments; former SVP of Bancom Development Corporation

Ismael G. Cruz - Director (Independent)

President of IGC Securities Inc. , President & Chairman of Carmen Homes, Inc.; former PSE Governor &
Chairman, Listing Committee; former CEO of Ayala International Finance Ltd., Filinvest Finance (HK) Ltd.
& Elders Finance Group of Australia

PentaCapital Investment Corporation _____________________________________________________ December 2023

 PENTACAPITAL
INVESTMENT CORPORATION OWNERSHIP STRUCTURE

PentaCapital Investment Corporation _____________________________________________________ December 2023

 PENTACAPITAL Documentation
INVESTMENT CORPORATION December 21, 2023

PentaCapital Investment Corporation _____________________________________________________ December 2023