Phase 2 · Step 2 — Investment Scheme & Partnership Structure
Deal-mechanics document for the USD 40M raise. Revised 2026-05-16.
1. The deal structure
A single Limited Partner (LP) equity raise of approximately USD 13.2 million into a portfolio of three Indonesian Special Purpose Vehicles with USD 40 million of combined CAPEX (equity covers 30% of CAPEX plus the construction-period PPN working-capital drag of ~USD 1.2 million). Equity is drawn down on a staggered schedule across each SPV's one-year approvals stage and two-year construction window. Construction is supported by a ten-year senior commercial loan facility at 7.0% per annum, sized at 70% of CAPEX (USD ~28 million plus capitalized interest during construction). At the commissioning of each plant, that SPV's loan balance refinances into a 22-year amortizing senior project bond at 7.0%, with bond tenor matched to the remaining operating concession.
The portfolio aggregates rather than commingles. Each SPV holds its own operating license, land arrangement, EPCC contract, offtake agreement, and senior project bond. The InvestCo holding vehicle above all three is the only point at which the LP's economic interest pools across the portfolio. That separation protects the structure against cross-default contamination at the operating-company layer while still delivering portfolio-level diversification at the investment-vehicle layer.
2. Corporate architecture
The structure runs three layers, each with a distinct role.
InvestCo sits at the top and is the LP's direct investment vehicle. It holds 100 percent of the economic interest in each OpCo and consolidates portfolio-level returns. Governance, audit, and reporting cadence sit here. The InvestCo is the entity that countersigns the LP's equity commitment.
OpCo is the regional Special Purpose Vehicle that owns and operates each plant. There are three OpCos: PT Wahana Semesta Utama for the PD Pasarjaya project in Jakarta, PT Jagad Bumi Nusantara for the Kota Bandung project at Sarimukti, and PT Greenviro Nusantara for the Kab. Lampung Selatan project at TPA Lubuk Kamal. Each OpCo holds the operating license, the land arrangement, the EPCC contract, the offtake agreement, and the senior project bond after commissioning. Site-specific commercial arrangements — Bandung's tipping-fee share with Kota Bandung, Lamsel's road-infrastructure agreement with the regency government, Pasarjaya's market-aggregation arrangement with PD Pasarjaya as the regional state-owned entity — sit at the OpCo layer rather than InvestCo.
Operator is the operations-and-maintenance entity contracted by each OpCo to run the plant on a long-term O&M contract. Operator scope covers daily plant operations, feedstock receiving and preparation, biogas upgrading, CBG delivery to offtaker, parasitic-load management, leachate treatment, digestate handling, and the routine maintenance schedule. The Operator role can be sourced from a regional specialist or built in-house at the OpCo over time — the structure accommodates either path.
3. The partnership
Five categories of partner sit around the structure.
The investor. Single LP, 100 percent equity at the InvestCo holding vehicle. The InvestCo flows consolidated portfolio cash and reporting through to the LP. The base case does not assume any equity dilution at the InvestCo layer; the structure can accommodate sponsor or strategic co-investment if the LP elects to bring in additional equity partners, but that is an LP-discretionary option rather than a base-case assumption.
EPCC delivery. Samaiden and Citaglobal handle the overall EPCC scope on each plant. Orec delivers the anaerobic-digestion-specific scope as either an engineering package or a dedicated AD-only EPCC sub-package within the overall delivery, depending on the per-site contracting approach. The split keeps the AD-specific expertise concentrated with Orec while Samaiden and Citaglobal carry the broader civil, mechanical, electrical, and balance-of-plant delivery. All three contracting parties are operating in their established geography and technology family.
Technical consultant. Greenviro Solutions Sdn Bhd serves as the technical consultant on Materials Recovery Facility design, anaerobic-digestion configuration, Leachate Treatment Plant design, and ongoing operations advisory across all three SPVs. Greenviro's involvement with the Penang bio-methane plant in Malaysia carries directly into this project's design choices. A second technical consultant — AG Alchemy or a comparable local equivalent — covers the construction-safety, mechanical, and electrical scope where Greenviro does not.
Local-government counterparties. Each SPV has a defined government counterpart that anchors the commercial arrangement at that site. In Jakarta, PD Pasarjaya as the regional state-owned market authority aggregates feedstock from 153 traditional markets and bears feeder-truck logistics. In Bandung, Kota Bandung's city government with its environmental agency DLH provides the Materials Recovery Facility in kind and contracts the 40-percent tipping-fee share. In Lampung Selatan, the regency government provides road infrastructure to the TPA Lubuk Kamal site as in-kind support.
Operator. Each OpCo contracts an operations-and-maintenance entity on a long-term contract to run the plant day-to-day. The Operator can be sourced from a regional specialist or built in-house at the OpCo over time. Operator scope and KPI structure align with the senior bond's operating covenants once the bond is in place.
4. Capital structure & cashflow priority
The capital structure works in two phases — construction and operations — with the loan-to-bond refinancing at each plant's commissioning marking the boundary between them.
During approvals and construction, each SPV draws equity on an Approvals Year 1 percent, Construction Year 1 59 percent, Construction Year 2 40 percent profile against its individual CAPEX of USD 11 million for Pasarjaya, 15 million for Bandung, or 14 million for Lamsel. The ten-year senior commercial loan at 7.0% draws alongside the equity in the same profile against 70 percent of CAPEX. Interest during construction is PIK'd (paid in kind) and rolled into the loan principal; under PSAK 26 / IAS 23 these borrowing costs are capitalized to the qualifying asset and depreciated over the operating life. PPN at 11 percent on equipment CAPEX is paid in cash at delivery and recovered from the Indonesian DJP as a refund with approximately twelve months of processing lag — this working-capital drag is funded by additional equity in the year the VAT is paid and released in the following year through dividend distribution once the refund clears.
At commissioning, that SPV's loan balance (principal plus capitalized IDC) refinances at par into a 22-year amortizing senior project bond at 7.0%. Bond tenor matches the remaining twenty-two-year operating concession. The bond is secured against the OpCo's offtake receivables, plant assets, and concession rights — the standard project-finance security package for infrastructure of this profile. Bond sizing targets a minimum debt service coverage ratio of 1.30 times in any year of operations, with average coverage in the 1.50-to-1.80-times range. The bond instrument is conceptual at this scale (USD ~9-11 million per SPV is below typical bond-issuance thresholds in the Indonesian market); a 22-year amortizing senior commercial bank loan structured to the same economics is the realistic instrument for execution, with the bond formulation retained for narrative clarity.
Cashflow priority during operations runs in this sequence: gross revenue from CBG offtake, carbon credits, and tipping fee (Bandung only) flows in; operating expenses pay first, then senior bond debt service, then any maintenance reserve top-up, then taxes (subject to the PMK 130/2020 five-year holiday at each plant's commissioning), and the residual flows as distributable cash to the InvestCo. From InvestCo, the distribution policy routes 100 percent of distributable cash through to the LP, payable quarterly subject to the senior bond covenants being met and the maintenance reserves being adequately funded.
Cross-cover effect. PD Pasarjaya commissions in October 2029, generating CBG revenue and distributable cash through the operating waterfall while Bandung and Lamsel are still under construction. That early cashflow can be applied against the LP's later equity calls on Bandung and Lamsel, reducing the net cash burden on the LP through the back half of the deployment window.
5. Governance & LP rights
The InvestCo's governing documents give the LP project-finance-grade rights at the holding-company layer.
Board representation. The LP has majority representation on the InvestCo board. Reserved matters require LP consent and include any change to the EPCC contracting strategy, any change to the offtake counterparty mix, any equity raise above the committed USD 40 million, any change to the distribution policy, any sale of an OpCo interest, and any refinancing of an outstanding senior project bond before its scheduled maturity.
Reporting cadence. Quarterly operating and financial reporting at the OpCo level, consolidated quarterly reporting at the InvestCo level, and annual audited financial statements consolidated at InvestCo and prepared individually at each OpCo. The audit firm is an internationally recognized name, mutually agreed at closing.
Audit and information access. The LP has standing audit access to InvestCo and OpCo books and records, the right to commission independent technical audits during operations, and the right to receive direct copies of operator reports, environmental compliance filings, and tax filings.
Distribution policy. Cash distributable from InvestCo to the LP is paid quarterly, subject to the senior bond debt service coverage being met and any maintenance reserves being adequately funded. There is no involuntary cash sweep above contractually agreed reserves — the LP is not subject to retention of distributable cash beyond what the senior bond covenants require.
6. Concession horizon & exit
Each SPV operates under a twenty-five-year concession from award, comprising a one-year approvals stage, a two-year construction window, and twenty-two years of operations. The LP's economic interest holds through the operating concession period unless an exit event accelerates earlier.
Hold to maturity — the base case. The LP receives distributable cash quarterly across the twenty-two-year operating life of each SPV, with senior bond debt service amortizing on schedule over the same horizon. At the end of each SPV's concession, the OpCo's residual assets and any concession renewal optionality remain with InvestCo, and the LP receives whatever residual value attaches.
Refinancing optionality. The senior project bonds can be refinanced during the operating period if interest-rate movement or covenant flexibility makes that attractive. A refinancing requires LP consent as a reserved matter. The structure does not penalize early refinancing; it simply requires alignment between InvestCo and the LP.
Secondary sale. The LP may sell its InvestCo interest to a strategic or financial buyer at any time during the operating period, subject to standard transfer restrictions in the equity agreement: right of first refusal to existing partners, fit-and-proper qualification of the buyer, and no transfer to a direct competitor of an EPCC partner during the warranty period. Sale at the InvestCo layer transfers consolidated portfolio interest; a per-OpCo sale is available only if the InvestCo board approves the split.
Concession renewal. At the end of each twenty-five-year concession, each OpCo may negotiate concession extension with its local-government counterparty under terms prevailing at that time. The base-case investment horizon does not assume extension value; any extension is upside.