BKV Corp. to acquire one-half of BPPUS interest in BKV-BPP Power joint venture

BKV Corp. (BKV) and Banpu Power announced that they have entered into a definitive purchase agreement pursuant to which BKV will acquire from BPPUS one-half of BPPUS’ interest in BKV-BPP Power joint venture, such that at the closing of the transaction, BKV would own 75% of the limited liability company interests in BKV-BPP Power. Following the closing of the transaction, BKV expects to consolidate the financial results of BKV-BPP Power with BKV’s consolidated financial results, providing greater visibility and understanding into the business’ cash flow generation. BKV has agreed to pay aggregate consideration for the interests pursuant to a formula of (x) $376.0 million less (y) 25% of the net indebtedness of BKV-BPP Power at closing, which consideration will be paid 50% in cash and 50% in BKV common stock. As of September 30, 2025, net indebtedness of BKV-BPP Power was approximately $581.8M. The stock consideration will be issued at a price per share of $21.6609. BKV plans to fund the cash consideration for the transaction with a combination of cash on hand and borrowings under its existing reserve-based lending agreement. Following the momentum from the completion of BKV’s successful high-yield bond offering, as of September 30, there is $800M of available capacity for future borrowings under BKV’s reserve-based lending credit agreement. Additionally, the board of directors of Banpu Power Public Company, which is listed on the Stock Exchange of Thailand and is the sole stockholder of BPPUS, resolved to propose the transaction for shareholder approval at an extraordinary general neeting, following the audit committee and the board of directors’ review and recommendation in accordance with connected transaction requirements, and the appointment of an independent financial advisor to provide an opinion to shareholders. BKV expects the potential transaction to close in the first quarter of 2026, subject to closing conditions, including approval by at least 75% of the disinterested shareholders of BPP attending the special meeting called for the purpose of the vote. Banpu North America Corporation, as the holder of a majority of the issued and outstanding shares of BKV common stock, has delivered to BKV its consent to approve the issuance of the stock consideration to BPPUS. As a result, BKV has not solicited and is not soliciting approval of the issuance of the stock consideration by any other holders of BKV common stock.