Philbert E. Varona

Philbert E. Varona is the head of the Firm’s Banking, Finance and Securities department and a member of the Special Projects department.

His practice areas include finance and securities, banking regulations, mergers and acquisitions, foreign investments, and infrastructure and government contracts. He has been consistently cited as a Recommended Lawyer by The Legal 500 and as a highly regarded practitioner in the fields of capital markets, project finance and mergers and acquisitions by the International Financial Law Review.

Philbert regularly works on infrastructure projects, mergers and acquisitions, and banking, finance, and securities transactions. He also advises clients on legal and regulatory issues relating to various sectors, including banking and finance, taxation, energy, water, and retail.

Significant transactions that Philbert has worked on include the following:

Banking, finance and securities

• Bond/Note Issuances – acted as counsel to the arrangers of separate issuances by Bank of Commerce, Asia United Bank, Union Bank of the Philippines, Globe Telecom, Inc., and San Miguel Brewery Inc. of an aggregate principal amount of more than PhP140 billion worth of fixed rate notes, bonds, and commercial papers.
• Divestment by Citibank, N.A. of its Philippine consumer banking business – acted as Philippine counsel to Citibank, N.A. on the auction of its Philippine consumer banking business to UnionBank of the Philippines; assisted in documentation of transaction and obtaining Central Bank, Philippine Competition Commission, National Privacy Commission and other government approvals.
• Corporate financing – acted as counsel to various banks (including the Japan Bank for International Cooperation, Standard Chartered Bank, Bank of the Philippine Islands, BDO Unibank, Inc.) in separate transactions involving the grant of credit facilities to fund working capital and other general corporate purposes to borrowers such as Mitsubishi Motors Philippines, GMA Network, Inc., the Resorts World group, Globe Telecom, Inc., Century Properties Group, Inc. and Galeo Equipment & Mining Co., Inc.
• Issuance of Long-Term Negotiable Certificates of Time Deposit – acted as counsel to the arrangers of separate issuances to the public by Philippine National Bank, Bank of the Philippine Islands, Union Bank of the Philippines, Asia United Bank, Security Bank and other banks of long-term negotiable certificates of time deposit with an aggregate principal amount of more than PhP100 billion.
• Capital raising by banks – acted as counsel to the arranger of the issuance by Philippine National Bank of PhP10 billion worth of lower tier 2 capital and by Asia United Bank of PhP5 billion worth of lower tier 2 capital (in partial compliance with Basel capital standards).
• Advised on FinTech issues – advised FreedomPay, Stripe, Adyen, Western Union and other companies on establishing Philippine operations and applicable Philippine licensing and regulatory requirements.

Infrastructure Projects

• Solar rooftop projects – advised DGA B.V. on joint ventures with Solar Philippines Power Projects Holdings, Inc. for local rooftop solar projects.
• Energy projects – advised power companies such as Mirant Corporation (subsequently renamed TEaM Energy), Chevron Geothermal Philippines, San Roque Power, Kepco Power, and AC Energy on matters such as engineering, procurement and construction contracts, the negotiation and/or amendment of power purchase agreements, negotiation with relevant government agencies and project lenders regarding the expansion of current power projects, and general regulatory advice.
• Iloilo bulk water supply project – advised in connection with the preparation and submission of unsolicited proposals for the formation of joint ventures with the Metro Iloilo Water District for bulk water supply projects (successfully awarded in June 2016).
• Cagayan de Oro bulk water supply project – advised in connection with the preparation and submission of an unsolicited proposal for the formation of a joint venture with the Cagayan de Oro Water District for a bulk water supply project (private takeover and operations commenced in 2019).
• Water distribution projects in Iloilo, Dumaguete, Cebu, and Leyte – advised in connection with the preparation and submission of unsolicited proposals for the formation of joint ventures with various water districts or local government units for the grant of the concession to develop, operate and maintain water distribution and wastewater facilities (the Iloilo and Dumaguete projects commenced operations in 2017 and 2021, respectively).

Mergers and acquisitions

• Investment in local fintech company – Advised on the formation of a joint venture between Mitsubishi Corporation and Ayala Corporation to hold interests in Mynt, the operator of GCash (the leading mobile payments service provider in the Philippines).
• Acquisition of strategic stake in local petroleum company – Advised the Saudi Arabian Oil Company on its indirect acquisition of a 25% strategic interest in Unioil Petroleum Philippines, Inc., a growing diversified downstream fuels operator with 165 retail stations and four storage terminals in the Philippines.
• Consolidation of retail enterprises – Advised on the sale by the Dairy Farm Group of 100% of Rustan Supercenters, Inc. (one of the largest grocery chains in the Philippines) to Robinsons Retail Holdings, Inc. (one of the largest Philippine retail conglomerates) in exchange for new shares representing 12% of RRHI; also advised on competition law aspects of the transaction.
• Consolidation of energy holdings – the ~PhP6.301 billion acquisition by AC Energy of a 68% interest in PHINMA Energy Corporation (2019), as part of AC Energy’s consolidation of its energy holdings.
• Acquisition of telecommunications company – advised on the negotiation and documentation of the acquisition by Philippine Long Distance Telephone Company of a controlling interest in Digital Telecommunications Philippines, Inc. (the two largest telecommunications companies in the Philippines).

Philbert was a professorial lecturer at the Ateneo de Manila University from 1998-1999, and served as one of the bar examiners for Civil Law in the 2025 Philippine bar examinations.

He also worked as a foreign attorney at Mori Hamada & Matsumoto in Tokyo, Japan from 2006 to 2007.