Banking Recap

BKV Corp Announces Acquisition for $376.0M

BKV Corporation (NYSE: BKV), a Denver-based natural gas production, midstream, and power generation company, announced on October 29, 2025 that it entered into a definitive purchase agreement with Banpu Power US Corporation (BPPUS) under which BKV will acquire one-half of BPPUS's interest in BKV-BPP Power, LLC, increasing BKV's ownership of the joint venture to 75% of its limited liability company interests at closing. BKV-BPP Power owns the Temple I and Temple II combined cycle gas and steam turbine power plants in the ERCOT North Zone in Temple, Texas.

Oct 29, 2025·SEC EDGAR (8-K)·pending regulatory·joint venture interest buy-up (related-party, special committee approved)

Deal value

This entry is sourced from BKV's Exhibit 99.1 press release filed as part of an 8-K on October 29, 2025. The transaction had not yet closed as of the filing date; it was expected to close in the first quarter of 2026, subject to closing conditions including approval by at least 75% of the disinterested shareholders of Banpu Power Public Company Limited (BPP, the Thailand-listed sole stockholder of BPPUS) at an Extraordinary General Meeting. Because BPPUS is affiliated with Banpu North America Corporation, the majority holder of BKV common stock, the transaction was reviewed and recommended for approval by a special committee of independent, disinterested BKV directors.

Moelis & Company LLC served as independent financial advisor to BKV's Special Committee. No financial advisor is named for BPPUS or BPP in this release; the release notes only that BPP's board resolved to propose the transaction for shareholder approval following its audit committee's review, in accordance with connected transaction requirements, and that an independent financial advisor was appointed to provide a fairness opinion to BPP shareholders, without naming that advisor.

Baker Botts L.L.P. acted as legal counsel to BKV, and Morris, Nichols, Arsht & Tunnell LLP acted as independent counsel to BKV's Special Committee.

Under the disclosed terms, BKV agreed to pay aggregate consideration calculated as $376.0 million less 25% of BKV-BPP Power's net indebtedness at closing, split 50% in cash and 50% in BKV common stock. As of September 30, 2025, net indebtedness of BKV-BPP Power was approximately $581.8 million, and the stock consideration was to be issued at a price of $21.6609 per share. BKV planned to fund the cash portion using cash on hand and borrowings under its reserve-based lending agreement, which had $800.0 million of available capacity as of September 30, 2025.

The release does not name the independent financial advisor providing a fairness opinion to BPP shareholders, nor does it disclose a termination fee or any financing contingency beyond BKV's existing credit facility capacity. The precise net aggregate dollar consideration cannot be calculated from this release alone because it depends on net indebtedness of BKV-BPP Power at closing, which had not yet been finalized.