OVERVIEW

Feb 21: Publishing of Invitation for pre-qualification to bid for the development of the EDSA LRT III Project by DOTC

The Terms of Reference described the project as "the development of a complete rail-based mass transport system from Baclaran (Taft Avenue, Pasay City) to Monumento in Caloocan City along EDSA under a Build-Operate-Transfer or Build-Technically Maintain-Transfer scheme."

March 20: Deadline for EDSA LRT III Project documents to April 1 pushed back by DOTC

DOTC's original deadline for the pre-qualification documents was extended from March 21 to April 1, allowing a total of ten corporations, a mix of foreign and domestic groups to submit documents.

March 9: EDSA LRT Consortium passed pre-qualification and requested to submit proposal

EDSA LRT Consortium is the lone qualifier of the EDSA LRT III Project pre-bid round. The four other respondents were ABB Trazione of Italy, Hopewell Holdings Ltd. Of Hong Kong, Mansteel International of Mandaue of Cebu, and Mitsui & Co., Ltd. Of Japan

July 16: EDSA LRT Consortium officially submitted bid for EDSA LRT III Project to the DOTC

November 7: DOTC and EDSA LRT Corporation LTD enter into a Build-Lease-Transfer (BLT) Agreement

DOTC and EDSA LRT Corporation LTD entered into a Build-Lease-Transfer (BLT) Agreement The Republic of the Philippines, acting through the DOTC, entered into the agreement to build, lease and transfer a light rail transit system for EDSA with EDSA LRT Corporation LTD, formerly known as EDSA LRT Consortium.

September 22: DOTC and EDSA LRT Corporation signed a revised and restated BLT Agreement

The new BLT Agreement defined the project coverage in two phases: Phase 1 which spanned 16km, from North Avenue in Quezon City until Taft Avenue in Pasay City and Phase II which spanned 5.5km, from North Avenue to Monumento and the Makati Loop. EDSA LRT Corporation was obligated to (1) build, finance, and construct the MRT3 system, (2) maintain the MRT3 system, and (3) pay the Development Right Payment.

January 19: Cabinet approved EDSA LRT Project

May: EDSA LRT Corporation was purchased by Metro Rail Transit Corporation Consortium

MRTC obtained the services of Laurence Weldon and Robert Ball, rail transit professionals from Los Angeles, California, USA. As MRTC President and COO, Weldon oversaw the finalization of contracts, negotiations with government officials, and financial closing. Ball took over the Vice President of Technical Services position.

Deed of Assignment of Development Rights between MRTC and EDSA LRT Development Corporation, which was subsequently renamed as MRT Development Corporation ("DEVCO")

MRTC assigned DEVCO to the following:

1. Right to Exercise Development Rights,

2. Right to Develop Commercial Premises in the Depot and Stations,

3. Exclusive rights to all non-rail related revenues.

October 15: MRTC officially begins construction of the EDSA MRT3 system at Santolan

Revised BLT Agreement is signed by DOTC and MRTC

August 7: MRTC signed turnkey contracts

An amended turnkey contract was signed by MRTC, Sumitomo Corporation, and Mitsubishi Heavy Industries, Inc. in which EEI Corp. and AsiaKonstruk were sub-contracted for civil works, while CKD Dopravni Systems was contracted as the official rail vehicle supplier.

October 17: MRTC obtained financial closing

With the help of international financial consultant JP Morgan, MRTC obtained financial closing for loans worth US$465M (PP12.32B). The loaners were Bank of Tokyo-Mitsubishi, Japan Export-Import Bank ("JEXIM"), the Postal Bank of the Czech Republic, Czech Export Credit Agency, ING Group, Bank of Nova Scotia, and a group of local banks composed of Citibank N.A., Bank of the Philippines Islands ("BPI"), Far East Bank and Trust Co., Metropolitan Bank and Trust Co, ("Metrobank")

March 25-30: MRTC receives initial drawdowns totaling US $164.20M

Loans from JEXIM, ING, and local banks are backed by the government through a sovereign undertaking, as agreed with the Department of Finance.

December: EDSA MRT3 Phase I commenced partial operations (Buendia to North Avenue)

July 20: Official completion of MRT3 Project by MRTC, inauguration of full operations

December 4: DOTC endorsed the MRT3-LRT1 loop project proposal to the NEDA-ICC for review

July 18: NEDA-ICC Technical Board approved the MRT3-LRT1 project proposal

September 20: NEDA-ICC conferred 'National Priority' status on LRT1-MRT3 loop project

November 25: DMCI-First Balfour Joint Venture was the sole qualifier for LRT-MRT loop bid

DOTC announced that the DMCI-First Balfour Joint Venture bid was the only qualifying bid for the P6B-project Package C of the MRT3-LRT1 loop project. Package C, one of three packages up for bidding, was for the electro-mechanical components of the interchange. The other packages were for the foundation and viaduct construction, and station construction.

June 17: LRT1-MRT3 Link design and construction were given green light

The design and construction for a link between LRT1 and MRT3 at LRT's Monumento station had been awarded to DMCI-First Balfour, amounting to P5.9 billion. The project, expected to be completed by 2010, featured an elevated viaduct to connect MRT3's North Avenue station to LRT1's Monumento station in Quezon City.

June 20: MRT3 GM Lastimoso pleaded for new cars to NEDA by 2010 as "measure of emergency"

MRT3 General Manager Roberto T. Lastimoso submitted a proposal for new cars for the MRT3 to the National Economic and Development Authority (NEDA) Board, explaining that due to the overcapacity of passengers on the MRT3, "the system might not function anymore" by 2010 if at least 30 cars were not added. The government would need at least $90 million for the additional coaches. Moreover, Lastimoso calculated another 43 coaches would be required by the system by 2013 due to the increasing number of passengers. NEDA Executive Director Augusto B. Santos was not available to comment.

June 21: Buyout talk for MRT3 resumed

Following failed negotiations last March, MRTC and the Philippine Government resumed discussions of the MRT3 buyout. The move was initiated by Metro Rail Transit Corporation, owner of the MRT3 system until 2025.

MRTC issued Equity Value Buyout (EVBO) Notices to DOTC

In pursuant to Section 7.7 of the BLT Agreement which requires the Government to purchase MRTC's right, title, and interest in MRT Line 3, MRTC issued notices to DOTC in an exercise of their rights.

July 21: Transportation Secretary announced plan to acquire 73 rail cars for MRT3 expansion

Transportation Secretary Leandro Mendoza announced a solution to the increasing MRT3 ridership during his briefing at the 8th anniversary ceremonies of the MRT3. The government began looking into acquiring 73 new rail coaches for the MRT3 through pre-owned units from First-World countries or new trains direct from manufacturers. No date was set on when the project would be underway.

October: Land Bank and DBP were given order to start acquiring MRTC shares

Finance Secretary Land Bank Chairman Margarito Teves gave Land Bank of the Philippines and Development Bank of the Philippines, state-owned banks, the order to begin acquisition of MRTC shares in an effort of the Philippine Government to take over the MRT3 system before 2025.

December 4: MRTC filed arbitration against PH Gov't in International Chamber of Commerce in Singapore

The Republic of the Philippines breached its obligation under the signed BLT Agreement between the DOTC and MRTC due to the DOTC's failure

(a) to pay Equity Rental Payments on due dates, resulting in liability for late-payment interest in the amount of $26,628,185.35;

(b) to maintain letter of credit to cover amount of next ERPs;

(c) to pay real property taxes resulting in a judgment in favor of Mandaluyong City, which deprived the MRTC ownership of the Mandaluyong portion of MRT3.

December 5: DBP President requested BSP permission to purchase MRTC equity

In response to MRTC's notice of arbitration, DBP President David submitted a formal request to the Monetary Board to begin buyout of the MRTC shares.

December 19: DBP, Land Bank released $180M loan in an attempt to buyout MRTC shares without BSP approval

DBP and Land Bank released loans totaling to $180M to Global Air Services (GAS) in order to buy back shares from MRTC shareholders. GAS is a Special Purpose Vehicle (SPV) for financial transactions owned by Presidio Capital (Singapore), Goldman Sachs, and the Ashmore Group. These groups are selling their respective stakes in MRTC. However, parties are acting without the go-ahead from the PH Central Bank.

January: MRTC sent second arbitration case notice against PH Gov't

March: BSP granted approval to DBP and Land Bank to proceed with MRTC equity purchase

Permission from the Central Bank came five months after the original request was submitted by DBP President David in December of last year.

March 17: PH Gov't announced reversal of privatization policy, to buyout MRT3

Finance Secretary Margarito Teves aimed for the PH Gov't to take over the MRT3 line "hopefully in the next few days or maybe in one week or two weeks."

The buyout of shares will be through Land Bank and Development Bank of the Philippines, banks which were able to secure MRT shares "lower than originally envisioned."

MRTC issued Equity Value Buyout (EVBO) Notices to DOTC for the second time

In pursuant to Section 7.7 of the BLT Agreement requiring the Government to purchase MRTC's right, title, and interest in MRT Line 3, MRTC issued notices to DOTC in an exercise of their rights.

February 25: President GMA on inaugural ride through MRT3- LRT1 loop

As part of the events for the 24th anniversary of the 1986 People Power Revolution, President Gloria Macapagal-Arroyo rode the MRT3 line from North Avenue Station until LRT1 EDSA Taft Station, passing through the newly constructed MRT3-LRT1 loop in Quezon City. The project, which was dubbed by the government as "Closing the Loop", cost P6.3B.

November 15: MPIC entered into a Cooperation Agreement with Fil-Estate in MRT3 & appointed as new Directors

As disclosed to the Securities and Exchange Commission (SEC), MPIC and Fil-Estate have partnered "for the promotion of a smooth relationship between the private sector and the Philippine government towards expanding the MRT3 system along EDSA and to ensure that the vision for an efficient mass transport system along EDSA and the rest of the Metropolis, including the linkage to MRT3 Phase 2, is achieved." MPIC is also appointed as attorney-in-fact in lieu of its right and interests in MRT Companies.

January 17: MPIC submitted a proposal to buyout PH Gov't stake for $1.1B & rehabilitate MRT3 system

MVP-led group MPIC submitted a proposal to the DOTC, offering $1.1B to buyout the government's economic stake in the MRT3 and $300M to improve operations and extend the line in exchange for a 15-year extension of the concession contract so the company could recover on the investment.

The proposal aimed to retire DOTC's obligation to pay Equity Rental Payments (ERPs) to MRTC, which will eliminate DOTC's annual subsidies, double the ridership capacity of the line, and connect MRT3 to LRT1 and LRT2.

December 6: DBP, Land Bank executives grilled at Senate hearing on MRTC buyout

Land Bank President and CEO Glida E. Pico and Former Finance Secretary Margarito Teves appeared before the Senate banks and blue ribbon committee regarding the loans granted to GAS in order to buyout MRTC shares.

GAS, a company established in the British Virgin Islands, was allegedly not licensed to conduct business in the Philippines, and had questionable ties to Former Trade Minister Ongpin. DBP also allegedly approved the loan in 2008 "despite the absence of loan application and applicant."

Pico argued that the proceeds of the transactions went directly to the sellers. No withholding tax was paid; documentary stamp tax for the loan was shouldered by GAS. Teves claimed that the buyback was initiated "upon recommendation of an inter-agency committee" and "under threat of arbitration cases which were filed by MRTC in Singapore last 2008."

January 25: MPIC invoked legal rights to MRT3 expansion

In response to the open bidding conducted by the DOTC for an MRT3 expansion project, Metro Pacific Investments Corp. invoked its legal rights to expanding the light rail system as stipulated in a Cooperation Agreement with Fil-Estate Corp, majority shareholder of MRTC. The rights were granted to MPIC by MRTC under the BLT Agreement with the DOTC.

October 19: PH Trams-CB&T awarded with interim maintenance provider

DOTC awarded 6-month maintenance contract to PH Trams-CB&T to maintain all upgraded and newly installed components of the MRT3. Project scope includeds signaling, AFCS, CCTV, and other equipment installed by DOTC or previous maintenance provider, Sumitomo.

December 24: Spain offered PH trains for MRT3 as cheaper alternative

The Spanish government, through Metro de Madrid Corp., offered the Philippine government 42 of its secondhand trains along with spare parts. The 12 year-old trains were well maintained while spare parts would be covered for two years.

February 28: Executive Order 126 was signed, authorized government equity value buyout of MRTC

President Aquino signed Executive Order 126 into law, "authorizing the implementation of the equity buyout of the Metro Rail Transit Corporation,"thus giving the Department of Finance (DOF) the green light to acquire either

i. "all outstanding shares of stock and other securities issued by the MRTC and/or entities owning the MRT Line 3 Project (equity purchase) or;

ii. all rights, title and interests of MRTC in the MRT Line 3 Project (asset purchase) pursuant to BLT Agreement."

Furthermore, the EO seeks to execute a Compromise Agreement in response to the current arbitration of a suit filed by MRTC against the government for late ERPs. The ultimate goal of the EO is to terminate the existing BLT agreement by releasing $200M to buyout MRTC and $800M to buyout Land Bank and DBP.

April 25 : DOTC mulled purchase of new MRT3 coaches despite cheaper offer from Spain

April 27: Bid for MRT3 capacity expansion project deferred to May 30

May 30: Bid for MRT3 capacity expansion project deferred

For the third time, DOTC deferred the bidding for the capacity expansion due to revisions of technical specifications in the auction documents and "in order to give time for the bidders to study the section and prepare their bid documents."

June 12: DOTC conducted open bidding for MRT3 expansion project

DOTC sought bidders to supply MRT3 trains as part of capacity expansion project worth P3.77B. 48 light rail vehicles are expected to be added to the current fleet of 73.

July 22: MRT debt upgraded

Debt watcher Philippine Ratings Services Corp. (Phil Ratings) upgraded the asset-backed notes issued by MRT III Funding Corp. from PRS A minus to PRS A plus for the so-called Tranche 2-F. Tranches 2G and 3 were upgraded from PRS A minus to PRS A. PRS A rating indicated favorable investment attributes considered as upper-medium grade obligations. The notes issue was the securitization of future dividends from MRTC. Funds flow through a series of holding firms and special-purpose vehicles to MRT III Funding Corp. Dividends arise from Equity Rental Payments (ERPs) made by DOTC to MRTC under the BLT Agreement.

August 27: LRT1, MRT3 common station up for approval

The National Economic Development Authority (NEDA) received a proposal from Transportation Secretary Abaya for a common station in Quezon City.

August 28: DOTC deferred bidding for Automated Fare Collection System (AFCS) for MRT3, LRT1 and LRT2

Transportation Secretary Abaya stated that postponement of bidding was due to changes in the concession agreement.

September 2: APT Global bested two others in bid for MRT3 maintenance contract

Autre Porte Technique (ATP) Global Inc. was awarded the one-year P712.77M MRT3 maintenance contract by the DOTC. The contract was valid from September 5, 2013 until September 4, 2014.

September 17: Banner Plasticard was awarded with MRT3 magnetic cards contract

Due to deferrals of the AFCS bid for a unified ticketing system, DOTC awarded Banner Plasticard a contract for the supply and delivery of 1.502M magnetic tickets for the MRT3. The soon-to-be obsolete cards will be used until the AFCS contract has been awarded and executed, predicted by government officials to be in Q3 of 2015.

September 27: Transportation expert pleaded to government for MRT3 rehab, ‘It’s a matter of life and death’

President of Bellwether Advisory Inc. Rene Santiago reported the dire need to rehabilitate the MRT3 system, which went beyond just new trains. The checklist of equipment to be upgraded also included the power system, signaling systems, and train tracks.

October 22: Department of Finance Secretary announced MRT3 buyout completion by 2014 after legal issues solved

DOF Secretary Cesar V. Purisima predicted that the Philippine government will have complete control of the MRT3 system by 2014, as P50B released by Malacañang Palace last February “can be easily deployed any time” to buyout current shareholders. However, before the DOF can proceed, all pending legal issues must first be resolved.

December 5: LRT1 and MRT3 common station, MRT3 O&M bidding suspended by DOTC

DOTC suspended two PPP biddings in order to give incoming Secretary Mar Roxas II adequate time to review the contracts. 26 local and foreign firms have already purchased P500,000 bid documents at this time. Roxas would assume office on July 1 next year.

January 30: MRT-LRT single ticketing contract awarded to MPIC-Ayala

After some delays, the P1.72B contract was finally awarded to AF Consortium led by MPIC and the Ayala Group. The Automated Fare Collection System (AFCS), a tap-and-go ticketing scheme, is expected to be fully integrated into the MRT and LRT systems by September 2015.

February: Court issued a TRO on the acquisition of new trains

Makati Regional Trial Court granted MRTC's petition to issue a 20-day temporary restraining order on the implementation of DOTC's capacity expansion.

March 26: MRT accident injured at least 10 people

At least 10 passengers were injured when three MRT trains simultaneously made a sudden stop.

June 3: SM Prime Holdings Inc. sued DOTC and LRTA regarding the location of the common station

SM Prime sued DOTC and LRTA to stop them from building the proposed P1.4B common station which would like all three railways lines in Metro Manila at the Trinoma mall owned by Ayala. This would violate the provisions of a memorandum of agreement signed by the parties in 2009 stating that the common station should be located in front of SM North Edsa.

August 13: MRT-3 overshot the tracks at the Taft Avenue station

A defective coach of the MRT-3 slammed into the barrier at Taft station, leaving at least 36 people injured.

September 1: Senate started probe on MRT following last August's accident

October 1: DOTC & MRTC, answered to MRT issues in a hearing before the Senate

DOTC Secretary Abaya and Fil-Estate Chairperson Robert Sobrepeña gave their respective sides on the MRT woes during the hearing of the Senate public services committee. Sobrepeña said such problems started when MRT's original maintenance provider Sumitomo was replaced, removing the "single point of responsibility" where a single entity designs, builds, and maintains the system.

December 18: Transportation Sec. Abaya issued order for LRT & MRT fare increases

Transportation Secretary Abaya issued Department Order No 2014-014, mandating the "Uniform Distance-Based Fare Scheme" for LRT lines 1 and 2, and MRT line 3 which would serve as the basis for the fare increases set in January 2015.