Leandro Leviste’s holding company just took P3 billion in cash out of its investment in SP New Energy Corp. (SPNEC). Eight days later, SPNEC’s board approved another transaction with the Leviste corporate ecosystem: wholly owned Terra Nueva Inc. would acquire land from Provincia Investments Corp. and JJPNM Agro Industrial Corp., both subsidiaries of the same Leviste-controlled holding company that had just sold the shares.

Here is why investors should care. 

SPNEC disclosed the P3-billion share sale down to the last share and centavo, but has not disclosed the acreage, purchase price, payment terms, appraisers or valuation methodology for the land its subsidiary proposes to acquire from Leviste’s companies.

The market can see exactly how much money his holding company has taken off the table, but cannot determine how much SPNEC may now pay companies he controls — or whether those companies will book a gain.

Related-party rules exist precisely because counterparties are not economic strangers. A favorable recommendation from SPNEC’s Risk Oversight and Related Party Transactions Committee is therefore a conclusion, not the evidence supporting it.

Shareholders need to know how much Provincia and JJPNM originally paid for the properties, what Terra Nueva will pay today, who appraised them, and how fair value was determined. SPNEC’s own governance framework requires material related-party transactions to be fair, conducted at arm’s length and supported by effective price discovery.

A paper trail makes those missing numbers more interesting. SPNEC’s earlier filings show that in 2021 it entered into a related-party arrangement with Provincia covering 68.62 hectares for P267 million.

We do not know whether any of those properties are among the parcels Terra Nueva is buying today, and we should not assume they are. But if there is an overlap, SPNEC should explain what became of that P267-million commitment and how it figures in the economics of the new transaction.

On August 20, Solar Philippines Power Project Holdings Inc. (SPPPHI) sold 2.4 billion SPNEC shares at P1.25 apiece, reducing its stake from 16.30% to 11.51%. The buyer remains unidentified.

The block represented 4.79% of SPNEC, just below 5%. There is no evidence it was deliberately structured to avoid additional disclosure, and SPPPHI reported the transaction. 

But a P3-billion block is hardly an ordinary trade. The identity of whoever acquired almost 5% of one of the country’s largest renewable-energy platforms matters.

A reasonable question

There is another intriguing strand. Provincia previously said investments in Batangas, Tarlac, and Nueva Ecija would be funded from proceeds of secondary SPNEC share sales. 

It also acquired JJPNM, which owned roughly 60 hectares in Nueva Ecija. But we cannot connect those funds to the properties involved in the latest transaction in the absence of further disclosure.

However, this leaves shareholders with a reasonable question: did money generated by selling SPNEC shares finance the land that SPNEC is now being asked to acquire from Leviste-controlled companies and, if so, at what markup?

For almost any listed company, that would be a legitimate governance question. For SPNEC, this comes against the complicated history of Solar Philippines. 

The Department of Energy (DOE) has terminated more than 11,000 megawatts (MW) of renewable-energy capacity associated with the Solar Philippines ecosystem after projects failed to meet commitments, while the government continues to pursue billions in obligations and penalties. (READ: DOE says only 0.3% collected in penalties from Leviste’s Solar) 

DOE has also confirmed filing a supplemental estafa complaint with the Taguig City Prosecutor’s Office against Leviste and two Solar Para sa Bayan officials concerning undelivered capacity and performance security under the first Green Energy Auction (GEA). The allegations remain allegations, prosecutors have not determined liability, and the respondents are entitled to contest them.

Still, the case makes a question Vantage Point has pursued from the beginning harder to ignore: were scarce government-conferred renewable-energy rights accumulated principally to produce electricity, or did the system make them more valuable as assets that could be transferred, restructured, and monetized before delivery?

Reporting on the complaint says it covers 1,380 MW awarded under GEA-1 but allegedly undelivered by December 25, 2025. That is separate from the larger portfolio of terminated Solar Philippines projects.

Fairness also requires acknowledging that today’s SPNEC is different from the Leviste-controlled developer of old. MGEN Renewables now controls it, and flagship MTerra Solar Phase 1 began commercial operations on August 26, initially declaring 600 MWac under its Meralco power-supply agreement. 

That is genuine delivery. Under MGEN, institutional capital and execution discipline are converting some of the optionality accumulated during the Solar Philippines years into actual electricity.

\We have no problem with MGEN for acquiring SPNEC. The issue is what happens as Leviste’s economic exposure as a shareholder shrinks while commercial ties between SPNEC and his private companies continue.

He is entitled to sell shares, and SPNEC may buy strategically necessary land from his affiliates. There is presently no evidence connecting the P3-billion sale with the land acquisitions. 

But precisely because these are related parties, shareholders should not be asked to take fairness on faith.

The P3 billion going to Leviste’s holding company is already visible. The next money flow is not. Investors still do not know how much SPNEC may pay his companies for the land, what those companies originally paid for it, or how much they stand to earn from the sale. That is the disclosure gap SPNEC needs to close.

SPNEC can settle the question easily: show us the land, show us the valuation, and show us the price. Then let the market decide whose interests the deal serves.

I welcome your views on these and other issues where decisions made in power shape the country’s economic future.

Below are some Vantage Point pieces you might have missed:

[Vantage Point] The Leviste sting: The risks of trading farmland for megawatts

[Vantage Point] The Villar Land scandal now has a gatekeeper problem

Click here for other Vantage Point articles.