Under the proposed Share Sale and Purchase Agreement, the transaction involves Chevron Philippines, Ltd. (Chevron Philippines) as seller, UC Malampaya Philippines Pte. Ltd. (UC Malampaya) as buyer, and a subsidiary of Udenna Corporation (Udenna Corp.) as buyer guarantor. Chevron Philippines shall sell its limited liability company interest in the target company, Chevron Malampaya LLC, to the UC Malampaya, where the sale interest represents the entire limited liability company membership interests of the Chevron Malampaya LLC.

The target company, Chevron Malampaya LLC, is a limited liability company organized and existing under the laws of the state of Delaware. It has 45% participating contractual interest in Service Contract No. 38, a service contract entered into by Shell Philippines Exploration B.V. and Occidental Philippines, Inc., which later became Shell Philippines LLC, with the Philippine Government for the exploration, exploitation, and development of the contract area in Northwest Palawan, Philippines.

It has a branch in the Philippines, which was established primarily to engage in all activities related to the petroleum industry in the Philippines, including the exploration, development, production, purchase, transportation, distribution, processing and marketing of hydrocarbons.

Udenna Corp., the buyer guarantor, was incorporated in the Philippines in March 2002 based in Davao City. It is the holding company of the Udenna Group of Companies whose subsidiaries and affiliates include Udenna Management and Resources Corporation, Phoenix Petroleum Holdings Inc., Chelsea Logistics and Infrastructure Holdings Corporation, PH Resorts Group Holdings Inc., Udenna Land, Inc., Udenna Infrastructure Corporation and Le Penseur, Inc.