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SM PRIME HOLDINGS, INC. (A Corporation Duly Organized and Existing Under Philippine Laws)

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SM PRIME HOLDINGS, INC. (A Corporation Duly Organized and Existing Under Philippine Laws) SM PRIME HOLDINGS, INC. (A corporation duly organized and existing under Philippine laws) OFFER SUPPLEMENT dated [4 December 2019] Offer of up to [P15,000,000,000]1 Fixed Rate Bonds with an Over-Subscription Option of up to P5,000,000,000 under its P100,000,000,000 Debt Securities Program Shelf Registration consisting of [●]% p.a. Series K Bonds due 2025 [●]% p.a. Series L Bonds due 2027 at an Offer Price of 100% of Face Value to be listed and traded through the Philippine Dealing and Exchange Corporation THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR DETERMINED IF THIS OFFER SUPPLEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD BE REPORTED IMMEDIATELY TO THE SECURITIES AND EXCHANGE COMMISSION. Joint Issue Managers, Joint Bookrunners, and Joint Lead Underwriters Joint Bookrunners and Joint Lead Underwriters 1 The stated offer size represent the maximum size to be offered by the Issuer to the public. The final terms and conditions of the offer which includes the final offer size will be determined at the end of the bookbuilding period and announced on the Interest Rate Setting Date. i SM PRIME HOLDINGS, INC. 10th Floor, Mall of Asia Arena Annex Building, Coral Way corner J. W. Diokno Boulevard, Mall of Asia Complex, Brgy. 76, Zone 10, CBP-1A, Pasay City, Metro Manila, Philippines Telephone No.: +63-2-8831-10-00 Website: www.smprime.com This Offer Supplement relates to the offer of Fixed Rate Bonds (the “Offer”) by SM Prime Holdings, Inc. (the “Issuer” or “SM Prime” or the “Company”). The Offer is the first tranche of debt securities to be issued from the Company’s P100,000,000,000 Debt Securities Program under a shelf registration filed with the Philippine Securities and Exchange Commission. The Offer is comprised of 5-year or Series K Bonds due in 2025 and 7-year or Series L Bonds due 2027 in the aggregate principal amount of [P15,000,000,000], with an Over-subscription Option of up to P5,000,000,000 (the “Bonds”). Assuming the Over-subscription Option is fully exercised, up to P20,000,000,000.00 in aggregate principal amount of the Bonds will be issued by the Company pursuant to the Offer on [●] (the “Issue Date”). In the event that the Over-subscription Option is not fully exercised, the unexercised portion shall be placed under shelf registration to be issued within the period prescribed by relevant regulations. Upon issuance, the Bonds shall constitute the direct, unconditional, unsubordinated, and unsecured obligations of SM Prime and shall at all times rank pari passu and rateably without any preference or priority amongst themselves and at least pari passu with all other present and future unsubordinated and unsecured obligations of SM Prime, other than obligations preferred by law. The Bonds shall effectively be subordinated in right of payment to all of SM Prime’s secured debts, if any, to the extent of the value of the assets securing such debt and all of its debt that is evidenced by a public instrument under Article 2244(14) of the Civil Code of the Philippines. The Series K Bonds shall have a term of five (5) years from the Issue Date, with a fixed interest rate equivalent to [●]% p.a. The Series L Bonds shall have a term of seven (7) years from the Issue Date, with a fixed interest rate equivalent to [●]% p.a. Interest on the Series K Bonds and Series L Bonds shall be payable semi-annually in arrears on [● August] and [● February] of each year for each Interest Payment Date at which the Bonds are outstanding, or the subsequent Business Day without adjustment if such Interest Payment Date is not a Business Day. The Maturity Dates of the Series K Bonds and Series L Bonds shall be on [● February] 2025 and [● February] 2027, respectively, which will also be the last Interest Payment Dates for each series. The Bonds will be repaid at 100% of Face Value on the Maturity Date, unless otherwise redeemed, cancelled or purchased prior to the Maturity Date, or as otherwise set out in “Description of the Bonds – Redemption and Purchase” and “Description of the Bonds – Payment in the Event of Default” sections found on page [●] of thisOffer Supplement. The Series K Bonds and Series L Bonds have been rated PRS Aaa by Philippine Rating Services Corporation (“PhilRatings”). Obligations rated PRS Aaa are of the highest quality with minimal credit risk. The Issuer’s repayment capacity is extremely strong. A rating of PRS Aaa is the highest credit rating on PhilRatings’ long-term credit rating scale. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organization. The Bonds shall be offered to the public at Face Value through the Underwriters named herein with the Philippine Depository & Trust Corp. (“PDTC”) as the Registrar of the Bonds. It is intended that upon issuance, the Bonds shall be issued in scripless form, with PDTC maintaining the scripless Register of Bondholders, and, as soon as reasonably practicable, listed in the Philippine Dealing & Exchange Corp. (“PDEx”). The Bonds shall be issued in denominations of P20,000.00 each, as a minimum, and in multiples of P10,000.00 thereafter, and traded in denominations of P10,000.00 in the secondary market. For this Offer, SM Prime expects to raise gross proceeds amounting to at least [P15,000,000,000], and up to a maximum of P20,000,000,000 assuming full exercise of the Over-subscription Option. Without such Over-subscription Option being exercised, the net proceeds are estimated to be at least [P14,758.0] million after deducting fees, commissions and expenses relating to the issuance of the Offer. Assuming the Over-subscription Option is fully exercised, total net proceeds of the Offer is expected to amount to approximately [P19,682.9] million. In the event that the Over-subscription Option is not fully exercised, the unexercised portion shall be placed under shelf registration to be issued within the period prescribed by relevant regulations. Proceeds of the Offer shall be used to finance the capital expenditures for the expansion of the Issuer’s mall operations (see Use of Proceeds). The Joint Lead Underwriters shall receive a fee of 0.30% on the total face value of the Bonds issued. The fee is inclusive of the fees to be ceded to Participating Underwriters. ii A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, BUT HAS NOT YET BEEN DECLARED EFFECTIVE. NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL THE REGISTRATION STATEMENT HAS BECOME EFFECTIVE THEREBY, AND ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME PRIOR TO THE NOTICE OF ITS ACCEPTANCE. AN INDICATION OF INTEREST IN RESPONSE HERETO INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR BE CONSIDERED A SOLICITATION OF AN OFFER TO BUY. SM Prime Holdings, Inc. By: JEFFREY C. LIM President SUBSCRIBED AND SWORN to before me this [●], affiant exhibiting to me his Philippine Passport no. P2130699A issued on 5 March 2017 at DFA Manila. Doc. No. _______ Book No. _______ Page No. _______ Series of 2020. iii DEFINITION OF TERMS In this Offer Supplement, unless the context otherwise requires, the following terms shall have the meanings set out below. BDO Capital BDO Capital & Investment Corporation Bond Agreements the Trust Indenture Agreement, the Registry and Paying Agency Agreement, the Issue Management and Underwriting Agreement, and the Master Certificate of Indebtedness (inclusive of the Terms and Conditions), including any amendment or supplement thereto, or any document, certificate or writing contemplated thereby Bondholder a person or entity whose name appears, at any time, as a holder of the Bonds in the Register of Bondholders Bonds or Offer Refers collectively to the Series K Bonds due 2025 and Series L Bonds due 2027 in the aggregate principal amount of [P15,000,000,000], with an over-subscription option of up to P5,000,000,000, to be issued by SM Prime BPI Capital BPI Capital Corporation Business Day means a day, other than Saturday, Sunday and public holidays, on which facilities of the Philippine banking system are open and available for clearing and banks are generally open for the transaction of business in the cities of Pasay and Makati China Bank Capital China Bank Capital Corporation Company or Issuer or SM Prime SM Prime Holdings, Inc. EastWest Bank East West Banking Corporation First Metro First Metro Investment Corporation Joint Bookrunners and Joint Lead BDO Capital, BPI Capital, China Bank Capital, EastWest Bank, Underwriters First Metro, RCBC Capital and SB Capital Joint Issue Managers BDO Capital and China Bank Capital Majority Bondholders holders of the series of the Bonds holding not less than 51% of the outstanding relevant Bond series Master Certificate of the certificate to be issued by the Issuer to the Trustee Indebtedness evidencing and covering such amount corresponding to the Bonds Offer the offer of the Bonds to the public by the Issuer under the terms and conditions contained herein Participating Underwriters [] Paying Agent Philippine Depository & Trust Corp., the party which shall receive the funds from the Issuer for payment of principal, interest and other amounts due on the Bonds and remit the same to the Bondholders based on the records shown in the Register of Bondholders Payment
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