MANILA, Philippines – Concerned Filipino-Americans have asked the US Securities and Exchange Commission (SEC) to investigate the buyout of a Chevron subsidiary that has a stake in the Malampaya gas field.

In a media briefing on Friday, February 11 (Philippine time), the complainants accused Chevron Corporation of violating the US Securities and Exchange Act and other provisions on graft and corruption when it sold subsidiary Chevron Malampaya LLC to businessman Dennis Uy’s UC Malampaya.

They filed a Tips, Complaints, and Referrals (TCR) with the US SEC on Thursday, February 10 (US time). 

Ultimately, the complainants want the sale to be voided.

“In particular, our complaint says that Chevron Corporation, through its subsidiaries Chevron Philippines and Chevron Malampaya, allegedly conspired with several Philippine government officials which could have violated the Philippine Laws and US laws when Chevron filed its annual report 2020 before the US [SEC],” said businesswoman and philantrophist Loida Nicolas Lewis, one of the complainants.

“It is our hope that the US [SEC] will conduct a thorough and exhaustive investigation into this matter to fulfill its mandate of protecting the American taxpayers and investors from the possible illegal and fraudulent actions of Chevron and its affiliates,” she added.

Aside from Lewis, the other complainants include Arthur Medel, Rodel Rodis, Rocio Nuyda, Celia Lamkin, Eric Lachica, Ago Pedalizo, and Art Garcia. Lewis and Rodis also filed a graft complaint against Uy, Philippine Energy Secretary Alfonso Cusi, and other Philippine energy officials and business executives over the deal.

According to Rodis, Chevron may have violated Section 10(b)(5) of the US Securities and Exchange Act, which concerns securities fraud, when it released “misleading statements and concealments” about the sale of Chevron Malampaya. 

According to its US SEC filing, Chevron in March 2020 said it has “completed the sale of its interest in the Malampaya field in the Philippines with proceeds over $500 million received in the first quarter.”

But Rodis claimed there was a transfer of Malampaya revenues to Udenna prior to closing the transaction, allegedly to finance the purchase. He added that Chevron should have disclosed this statement but failed to do so.

Medel, who is also the group’s legal counsel, also noted that the Philippines’ Department of Energy (DOE) said in November 2020 that the sale may still be “voidable” if not approved by the DOE. Medel said of the US SEC filing: “A voidable sale is not a completed sale.”

The complainants also asserted that there was a breach of fiduciary duty by failing to disclose Chevron Malampaya’s 45% operating interest in an important Philippine energy asset, as well as the technical and financial qualifications of Udenna’s subsidiary.

“This is the crux of our complaint – to carefully look into Chevron’s public announcement and determine whether there [were] false and misleading statements in light of conflicting statements from foreign government officials,” said Rodis.

Chevron-Dennis Uy deal

In October 2019, Chevron and UC Malampaya entered into a share sale and purchase agreement for a sum of $565 million. In April 2021, the DOE approved the sale, saying that UC Malampaya is financially, technically, and legally capable of taking over the operations of the asset.

But according to a series of Senate energy committee hearings on the matter, Senator Sherwin Gatchalian, the panel chairman, asserted that the DOE “bent rules” in order to approve the sale.

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Gatchalian: DOE unit ‘bent rules’ to approve Udenna-Chevron Malampaya buyout

The most glaring of all, according to Gatchalian, was that UC Malampaya had a working capital of negative $137.16 million, and therefore, financially unqualified.

In the past, both Cusi and Udenna said the transaction was aboveboard and not a midnight deal. Udenna also maintained that DOE’s approval was not needed because this is a share sale transaction.

Udenna president Marty Escalona had also denied claims that they took money from Chevron to pay for the transaction cost.

Aside from Chevron, Udenna also bought Shell Philippines Exploration, the holder of the other 45% operating stake in Malampaya, but the transaction has yet to be finalized pending regulatory approval. The remaining 10% is held by PNOC-Exploration Corporation (PNOC-EC).

In December 2021, amid public backlash, PNOC-EC in December 2021 retracted its consent to the Shell-Udenna sale.

In February 2022, Gatchalian said that Cusi and other DOE officials should resign. The Senate, as a body, agreed to the recommendation that the Ombudsman should file graft charges against Cusi and other DOE officials, but President Rodrigo Duterte sought to clear Cusi and the Malampaya buyout. – Rappler.com