First Gen Corp. confirmed that it faces a potential financial hit of more than ₱23 billion if Federico “Piki” Lopez is ousted from leadership, disclosing “poison pill” clauses in its partnership with ports, and gaming magnate Enrique K. Razon Jr.’s Prime Infrastructure Capital Inc.

In a clarification to the Philippine Stock Exchange on Tuesday, April 14, First Gen acknowledged that its deal for the Wawa and Pakil hydropower projects includes strict “Change of Management Control” provisions.

Under these terms, if Lopez is removed as chief executive officer (CEO) or loses control of the board, Prime Infra can force First Gen to sell its 33 percent stake in Prime Hydropower Energy Inc. at a 25 percent discount. This specific penalty is valued at approximately ₱15.5 billion.

The exposure extends to the company’s gas portfolio. The agreement also allows Prime Infra to simultaneously trigger a buyout of First Gen’s remaining interest in its gas plants at the same 25 percent discount, which the company estimates at ₱8 billion.

Together, the two penalties total ₱23.5 billion in potential losses.

The disclosure defined the change of control through six specific triggers centered on Lopez’s personal status. These include if he is no longer the CEO of First Gen, if he ceases to be a director of First Philippine Holdings Corp., or if he is no longer the proxy entitled to vote First Gen’s shares in the hydro projects.

It also covers his ability to appoint “designees” to the board and executive committee. First Gen stated these terms were requested by Prime Infra to ensure management continuity.

The confirmation follows a period of intense family friction. A majority faction of Lopez Inc., led by Eugenio “Gabby” Lopez III, previously claimed the deal was a “self-dealing” arrangement concealed from the board and shareholders until recently.

While the Lopez Inc. board earlier voted five-two to remove Federico Lopez for cause, a court order has since barred his removal from related companies.

First Gen maintained that its operations remain “business as usual” despite the internal rift and the revealed financial risks.

First Gen and Prime Infra have fortified their alliance through recent investments in hydropower assets, including the 600-MW Wawa project in Rizal and the 1,400-MW Ahunan project in Laguna, with completion scheduled for December 2030.

In November last year, the companies completed the first financial close for First Gen’s natural gas assets. This effectively gave Prime Infra a 40 percent stake in the San Lorenzo, San Gabriel, Avion, and Sta. Maria infrastructure, as well as the 1,000-MW Santa Rita plant, which currently supplies Meralco until June.

First Gen also holds a 20 percent stake in the offshore liquefied natural gas terminal.

Meanwhile, controlling shareholders of Lopez Inc., led by Gabby Lopez, called for Piki Lopez's immediate exit on Tuesday, April 14, demanding that he respect a board-sanctioned dismissal intended to end his leadership of the conglomerate.

Representing 71 percent of the company, the majority stated that the five-two board vote for his removal was based on “loss of confidence” and a refusal to allow a minority holder to govern the group unilaterally.

The majority dismissed Piki’s claims that his ouster was retaliation for his refusal to fund ABS-CBN Corp., the embattled media giant. Instead, they alleged that Piki proposed liquidating the network last year, a move that would have displaced nearly 4,000 workers.

The majority claimed they countered this by personally injecting hundreds of millions of pesos to keep the broadcaster afloat.