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Texas REP Affiliate Announces Acquisition of Control Position in Power Generation (& REP) Joint Venture to Accelerate Growth Strategy
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BKV Corporation ("BKV" or the "Company") and Banpu Power US Corporation ("BPPUS") today announced that they have entered into a definitive purchase agreement (the "Purchase Agreement") pursuant to which BKV will acquire from BPPUS one-half of BPPUS’s interest in BKV-BPP Power, LLC ("BKV-BPP Power" or the "Power JV") such that, at the closing of the transaction, BKV would own 75% of the limited liability company interests in BKV-BPP Power.
BKV-BPP Power, a joint venture between BKV and BPPUS, currently owns the Temple I and Temple II power plants in ERCOT
Additionally, the Texas retail provider BKV Energy (BKV-BPP Retail LLC) is organized under BKV-BPP Power, LLC
"This transaction marks an important step in advancing BKV’s closed loop energy strategy by increasing its ownership and control of the Power JV. The Company continues to see substantial opportunities for growth in its power business, supported by robust load expansion in the ERCOT market in Texas, rising power demand from artificial intelligence and data center development in ERCOT North and the available capacity of the Power JV’s Temple I and II plants," BKV said
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 and enabling investors to better recognize its value within BKV’s portfolio," BKV said.
"In addition, increased ownership and an updated governance structure will allow for greater control by BKV, enhance alignment with BKV’s long-term growth strategy, support continued high reliability of the Temple plants and is expected to unlock additional potential for commercial opportunities in the power business," BKV said
"This simplified structure also establishes a streamlined platform for operating, building, and acquiring additional power assets—advancing BKV’s growth strategy while maintaining strong strategic alignment with its partner, BPPUS," BKV said
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 ("Stock Consideration"). As of September 30, 2025, net indebtedness of BKV-BPP Power was approximately $581.8 million. 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, 2025, there is $800.0 million of available capacity for future borrowings under BKV’s reserve-based lending credit agreement," BKV said
"The IPP market is fundamental to our long-term growth strategy, and our vision is for a single, clean platform to operate, build, and acquire power assets, with BKV-BPP Power serving as a consolidated funding vehicle for future development," said Chris Kalnin, Chief Executive Officer of BKV.
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.
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October 29, 2025
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Copyright 2025 EnergyChoiceMatters.com
Reporting by Paul Ring • ring@energychoicematters.com
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