Tilleke & Gibbins successfully advised Fullerton Carbon Action Fund, a Singapore-based institutional alternative investment fund, on a multi-series convertible debenture investment and related equity arrangements in a leading Thai alternative energy company. The transaction was executed under the Thai SEC’s recent promulgated private placement by a private company for convertible debentures, with all principal documents finalized in December 2025.

Led by Patcharaporn Pootranon, Partner and Head of Capital Markets Practice, alongside Pongnut Mengkred, Narita Sakunchotikarote, and Sippakorn Bunraksa, the team structured the investment, advised on Thai securities and foreign ownership regulations, and negotiated key agreements, including the subscription agreement, debenture terms, and shareholders’ agreement. The firm also coordinated regulatory filings and lender consents, and tailored governance provisions to embed investor rights.

This transaction marks a significant cross-border investment in Thailand’s alternative energy sector, combining a substantial convertible debenture with intricate regulatory, banking, and project-related requirements under the Thai SEC’s updated framework. It highlights the growing focus on ESG-driven projects and required careful navigation of covenant waivers, sustainability milestones, and foreign investment.

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