PH Resorts Group Holdings, the listed company behind the stalled Emerald Bay integrated resort project in Mactan, Cebu, has proposed a corporate restructuring that would transfer its wholly owned subsidiary PH Travel and Leisure Holdings Corp. to parent company Udenna Corporation.
The restructuring, approved in principle by PH Resorts’ board on September 4th and disclosed to the Philippine Stock Exchange on Monday, is intended to relieve the company of all liabilities held by its subsidiaries and reposition it as a streamlined listed holding company with a stronger financial profile.
PH Travel serves as the holding company for PH Resorts’ gaming and hospitality assets. Its subsidiaries include Lapu-Lapu Leisure Inc., the developer of the Emerald Bay integrated resort, as well as Lapu-Lapu Land Corp. and Donatela Hotel Panglao Corp.
PH Resorts said PH Travel and its subsidiaries hold substantially all of the group’s consolidated operating assets, properties and related liabilities.
Under the proposal, PH Resorts would transfer all issued and outstanding shares of PH Travel to Udenna through the settlement of outstanding advances payable by PH Resorts to its parent company.
The restructuring would also involve cleaning up intercompany advances and settling outstanding payables.
PH Resorts said the final consideration has yet to be determined. The valuation will take into account the realizable fair market value of PH Travel’s assets, with the company noting that the subsidiary’s existing liabilities currently exceed its assets.
The transaction remains subject to definitive agreements, legal, tax and accounting reviews, shareholder approval and any required regulatory approvals.
Emerald Bay has faced prolonged delays, with the Philippine Amusement and Gaming Corporation approving the revocation of the provisional license held by Lapu-Lapu Leisure and Lapu-Lapu Land for the Cebu integrated resort project in December 2025.
