BKV Corporation announced that it has entered into a definitive purchase agreement with Banpu Power US Corporation (BPPUS) to acquire one-half of BPPUS’ ownership interest in BKV-BPP Power. Upon closing, BKV will hold a 75% controlling stake in the power joint venture, furthering its long-term growth and energy diversification strategy.
The transaction represents a significant milestone in BKV’s plan to advance its closed-loop energy model by consolidating its position in power generation. The company said this increased ownership will provide greater strategic flexibility, improve operational control, and enhance alignment with its long-term growth objectives. The move comes as power demand accelerates across Texas, driven by rapid expansion in the ERCOT market and rising consumption from artificial intelligence and data center developments in the region.
Following the transaction’s completion, BKV intends to consolidate BKV-BPP Power’s financial results into its own reporting. The company stated that this integration will enhance transparency, providing investors with a clearer understanding of cash flow generation and underscoring the value of the power segment within BKV’s broader portfolio. The new governance structure will also strengthen BKV’s control over operations, improve reliability at the Temple I and II plants, and create opportunities to expand its power business through future development and acquisitions.
The streamlined ownership framework will serve as a platform for operating, building, and acquiring additional power assets while maintaining a close partnership with BPPUS. BKV agreed to pay a total purchase price of $376 million, less 25% of BKV-BPP Power’s net indebtedness at the closing date. The payment will be evenly split between cash and BKV common stock, issued at $21.6609 per share. As of September 30, 2025, BKV-BPP Power’s net indebtedness stood at approximately $581.8 million.
BKV plans to fund the cash portion of the transaction through a mix of cash on hand and borrowings under its existing reserve-based lending agreement. As of September 30, 2025, the company had $800 million in available borrowing capacity following its successful high-yield bond offering.
The transaction was approved by a special committee of independent directors at BKV and is pending shareholder approval from Banpu Power Public Company Limited in Thailand, the parent of BPPUS. Closing is expected in the first quarter of 2026, subject to regulatory and shareholder conditions. Banpu North America Corporation, BKV’s majority shareholder, has already approved the issuance of BKV stock to BPPUS, ensuring the company does not need to seek additional shareholder votes.
Support/counsel: Baker Botts served as legal counsel to BKV. Moelis & Company acted as independent financial advisor to BKV’s special committee, while Morris, Nichols, Arsht & Tunnell served as its independent legal counsel.
KEY QUOTE:
“We are pleased to have reached an agreement with BPPUS to acquire the majority stake of the Power JV, enhancing our strategic flexibility and accelerating the potential growth in our power business. 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. Increasing our equity stake and assuming majority control of the joint venture strengthens our ability to capture and fully capitalize on the opportunities available in a key strategic growth market, driving substantial long-term value for our shareholders.”
Chris Kalnin, Chief Executive Officer, BKV Corporation
