Phase 1 · Step 2 — Funding Flow

Understanding memo on how capital moves through the 3-SPV deal. Revised 2026-05-16.

1. What this funding flow is

One LP commits the full raise; three SPVs draw against that commitment on staggered schedules tied to each project's award date.

Each SPV follows the same locked drawdown profile: Approvals Year 1 1% / Construction Year 1 59% / Construction Year 2 40%, applied across the 25-year concession structure (1 year approvals + 2 year construction + 22 years operations with revenue). The award sequence is PD Pasarjaya — Oct 2026 · Bandung — Apr 2027 · Lamsel — Oct 2027, six months apart. Because award dates differ by six months, the three SPVs sit in different phases of the profile at any given point — the LP never sees three peak-construction periods simultaneously.

Capital structure at the concept level: equity from the single LP at 30% of CAPEX, supported by a 10-year senior commercial loan at 7.0% per annum drawn alongside equity through the three-year pre-commissioning window (1 approvals + 2 construction). The loan is refinanced into a 22-year amortizing senior bond at 7.0% on each SPV's COD, with interest during construction (IDC) capitalized to PP&E and depreciated over the 22-year operating life. Bond tenor matched to the remaining 22 years of operations. Debt sizing targets minimum DSCR ≥ 1.30× (1.50× preferred for project-finance infrastructure). PPN (Indonesian VAT) at 11% on equipment CAPEX is modeled explicitly as a working-capital line — input VAT paid during construction is recoverable from the tax authority with a ~12-month refund lag, creating an additional equity drag of ~USD 0.5-0.7M per SPV at construction peak.

Danantara / Danera state equity is structurally out of scope — Danera's 51% mandate applies to electricity OpCos with PLN offtake, not CBG projects.

2. The capital call shape at a glance

Drawdown profile applied to each SPV's own CAPEX base:

Portfolio-level cash call pattern across the 48-month pre-commissioning deployment, quarter by quarter:

Peak overlap quarters are Q4 2028 and Q1 2029 — Pasarjaya in Construction Year 2 (~10% of its CAPEX per quarter), Bandung in Construction Year 1 (~15% per quarter), Lamsel in Construction Year 1 (~15% per quarter). Under equal-weighting across the three SPVs this is approximately 13% of the total portfolio raise in the peak quarter.

3. Phasing — 48-month rolling view

              2026          2027          2028          2029          2030
              Q1 Q2 Q3 Q4   Q1 Q2 Q3 Q4   Q1 Q2 Q3 Q4   Q1 Q2 Q3 Q4   Q1 Q2 Q3 Q4
PD Pasarjaya  .. .. .. AP   AP AP AP C1   C1 C1 C1 C2   C2 C2 C2 CD   Op Op Op Op
Bandung       .. .. .. ..   .. AP AP AP   AP C1 C1 C1   C1 C2 C2 C2   C2 CD Op Op
Lamsel        .. .. .. ..   .. .. .. AP   AP AP AP C1   C1 C1 C1 C2   C2 C2 C2 CD

AP = Approvals Year 1 (1%)   C1 = Construction Year 1 (59%)
C2 = Construction Year 2 (40%)   CD = COD   Op = Operating

Peak overlap:  Q4 2028 – Q1 2029 (three SPVs drawing CAPEX simultaneously)
Cross-cover:   Q4 2029 (Pasarjaya CODs while Bandung C2, Lamsel C2 continue)

The cross-cover handoff at Pasarjaya COD (Q4 2029) is structurally important: Pasarjaya begins generating CBG offtake revenue while Bandung is in Construction Year 2 and Lamsel is in Construction Year 2. Operating cashflow from the first plant can be applied to the LP's later-SPV equity calls, reducing the equity-only cash demand on the LP through the back half of the deployment.

4. Per-SPV drawdown detail

4.1 PD Pasarjaya — award Oct 2026, COD Oct 2029

• Approvals Year 1 (Oct 2026 – Sep 2027): Post-Award activities under the active MoU 454 (extended to Oct 2026, aligned with the award date) — the upstream Award sequence Development → MoU → FS is complete, with LOI (the bilateral scope-and-ask document with PD Pasarjaya / DKI) as the next pre-Award milestone; once Award is issued, Approvals Year 1 covers mobilization, FEED completion, permitting clearance, and equipment deposits on long-lead CLAD components.
• Construction Year 1 (Oct 2027 – Sep 2028): CLAD lagoon civils at the Mega AD site (Pulogadung / Cakung), hub-and-spoke transfer-station construction (Cengkareng + Tg Priok / Koja), long-lead equipment manufacture and delivery, feeder-truck logistics arrangements with PD Pasarjaya.
• Construction Year 2 (Oct 2028 – Sep 2029): Balance of plant, biogas upgrading to CBG (membrane or PSA), interconnection to PGN grid for CBG delivery, commissioning, ramp-up working capital, COD October 2029.
• Pasarjaya-specific cost in Construction Year 1: dual-site civils (Mega AD + 2 transfer stations) make the Construction Year 1 spend more civils-heavy than the other two SPVs.

4.2 Bandung — award Apr 2027, COD Apr 2030

• Approvals Year 1 (Apr 2027 – Mar 2028): Post-Award activities — the upstream sequence Development → MoU → FS is complete, with LOI (the bilateral scope-and-ask document with Kota Bandung / DLH covering in-kind MRF, 20% tipping-fee share, and IPPKH support) as the next pre-Award milestone; once Award is issued, Approvals Year 1 covers mobilization, FEED completion, IPPKH forestry-use license for Sarimukti (Perhutani land), and finalisation of the tipping-fee revenue-share agreement.
• Construction Year 1 (Apr 2028 – Mar 2029): CLAD lagoon civils on 3.5 ha at Sarimukti, long-lead equipment delivery, animal-feedstock supply agreements signed (West Java livestock catchment — Bandung Regency / Garut / Subang / Cianjur).
• Construction Year 2 (Apr 2029 – Mar 2030): Balance of plant, biogas upgrading, commissioning, COD April 2030.
• Bandung-specific cost composition: full MRF is provided in-kind by Kota Bandung + DLH, so MRF capex does not appear in Bandung's drawdown profile. Construction Year 1 spend skews toward digester / lagoon civils and animal-feedstock infrastructure.

4.3 Lamsel — award Oct 2027, COD Oct 2030

• Approvals Year 1 (Oct 2027 – Sep 2028): Post-Award activities — the upstream sequence Development → MoU → FS → LOI is already complete (Lamsel is the most advanced SPV in the portfolio on award-process progression; the bilateral scope-and-ask document with Kab. Lampung Selatan is locked, covering road infrastructure as in-kind support and TPA Lubuk Kamal access). Award is the next milestone, targeted Oct 2027 in line with the staggered sequence. Approvals Year 1 then covers mobilization, FEED completion, TPA Lubuk Kamal access agreements, animal-feedstock supply agreements (Lampung Selatan dairy and poultry near Kec. Natar), and final road-infrastructure scope confirmation.
• Construction Year 1 (Oct 2028 – Sep 2029): CLAD lagoon civils on 2.5 ha, Light MRF construction (not in-kind, unlike Bandung), animal-feedstock receiving and storage infrastructure, long-lead equipment delivery.
• Construction Year 2 (Oct 2029 – Sep 2030): Balance of plant, biogas upgrading, commissioning, COD October 2030.
• Lamsel-specific cost composition: Light MRF sits in the SPV's CAPEX (vs Bandung's in-kind), partially offset by smaller plant scale.

5. Anchor assumptions

1. Peak portfolio cash call lands Q4 2028 – Q1 2029, when all three SPVs are drawing CAPEX simultaneously (Pasarjaya in Construction Year 2, Bandung in Construction Year 1, Lamsel in Construction Year 1). Approximately 13% of total raise in the peak quarter under equal-weight assumption.

2. The staggered award sequence delivers a never-simultaneous-peak structure — at no point are all three SPVs in their Construction Year 1 long-lead-equipment phase together. Pasarjaya's Construction Year 1 peak window precedes Bandung's, which precedes Lamsel's, by approximately six months each.

3. Cross-SPV cashflow coverage from Q4 2029 onward — Pasarjaya CODs October 2029 and begins generating CBG offtake revenue while Bandung is in Construction Year 2 and Lamsel is in Construction Year 2. This operating cash can flow back to equity, reducing the LP's net equity outlay through the back half of the deployment window.

4. Capital structure: 30% equity + 70% debt; loan-to-bond mechanic at COD. A 10-year senior commercial loan at 7.0% per annum is drawn alongside equity through the three-year pre-commissioning window (1 approvals + 2 construction). Interest during construction is PIK'd and capitalized to PP&E (PSAK 26). At each SPV's COD, the loan balance refinances into a 22-year amortizing senior bond at 7.0%, matched to the remaining operating concession. Minimum DSCR ≥ 1.30×, average DSCR target 1.50–1.80×. PPN at 11% on equipment CAPEX is modeled as a working-capital line — input VAT recovered with ~12-month refund lag; PMK 115/2021 Strategic Goods exemption is upside subject to tax-counsel confirmation.

5. Award sequencing aligns each SPV's Approvals Year 1 draw with its award month, and the upstream pre-Award workflow is on a 10-stage path: Development → MoU → FS → LOI → Award → Mobilization → FEED → Financial Close → Construction → COD. All three SPVs have completed Development, MoU, and Feasibility Study. Lamsel has additionally signed its LOI (the bilateral scope-and-ask document with Kab. Lampung Selatan) and is at the Award milestone next — the most advanced SPV on award-process progression. PD Pasarjaya and Bandung are both at the LOI milestone next — MoU active and FS done at each, with the LOI in preparation under the active MoU 454 (Pasarjaya, extended to Oct 2026) and the Kota Bandung MoU. The financial-model award months hold the staggered sequence (Pasarjaya Oct 2026 · Bandung Apr 2027 · Lamsel Oct 2027) to preserve the Pasarjaya-first cross-cover sequencing.