SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)

Mar 6, 2017

2. SEC Identification Number

AS094-000088

3. BIR Tax Identification No.

003-058-789

4. Exact name of issuer as specified in its charter

SM PRIME HOLDINGS, INC.

5. Province, country or other jurisdiction of incorporation

PHILIPPINES

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

10th Floor Mall of Asia Arena Annex Building, Coral Way cor. J.W. Diokno Blvd., Mall of Asia Complex, Brgy. 76, Zone 10, CBP-1A, Pasay City, Philippines Postal Code 1300

8. Issuer's telephone number, including area code

(632) 831-1000

9. Former name or former address, if changed since last report

N/A

10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA

Title of Each Class	Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
COMMON STOCK, P1 PAR VALUE	28,879,231,694

11. Indicate the item numbers reported herein

ITEM # 9, LETTER B

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

SM Prime Holdings, Inc.SMPH

PSE Disclosure Form 4-31 - Press Release References: SRC Rule 17 (SEC Form 17-C)
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
Press Release: PRS Aaa to SM Prime Proposed Bond Issue
Background/Description of the Disclosure
March 6, 2017 The Philippine Stock Exchange, Inc. 3rd Floor, PSE Plaza, Ayala Triangle Ayala Avenue, Makati City, 1226 Philippines Attention of Mr. Jose Valeriano B. Zuño III Head - Disclosure Department Gentlemen: We are pleased to inform you that Philippine Rating Services Corporation (Philratings) assigned a rating of PRS Aaa to SM Prime Holdings, Inc.’s (SMPH) proposed bond issue of P15.0 billion, with an oversubscription option of P5.0 Billion, for a maximum aggregate amount of P20.0 Billion. The bonds are part of the company’s proposed 3-year Debt Securities Program of up to P60.0 billion. The rating for SMPH’s outstanding bonds amounting to P50.0 Billion was likewise maintained at PRS Aaa. PhilRatings assigned a Stable outlook for the ratings of the proposed and outstanding bonds. PRS Aaa is the highest rating assigned by Philratings, denoting that such obligations are of the highest quality with minimal credit risk and that the issuing company’s capacity to meet its financial commitment on the obligations is extremely strong. Very truly yours, TERESA CECILIA H. REYES Vice President – Finance
Other Relevant Information
N/A