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)

May 3, 2017

2. SEC Identification Number

AS094-00008

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: SM Prime Sets Interest Rates for Php15 Billion Retail Bonds
Background/Description of the Disclosure
(03 May 2017, Pasay City, Philippines) SM Prime Holdings, Inc. (SM Prime) has set the interest rates for its Peso-denominated Series G, 7-year retail bonds at 5.1683% p.a last May 2. SM Prime issued an aggregate principal amount of PHP15.0 billion of the Series G bonds, with an option to issue an additional amount of up to PHP5.0 billion. The retail bonds will be offered by SM Prime to investors through underwriters from May 4 to May 11, following the receipt of the Permit to Sell from the Securities and Exchange Commission. The retail bonds are set to be issued on May 18. “The proceeds of the retail bonds will enable SM Prime to pursue our expansions of mall and residential businesses, which are the growth drivers of the company,” SM Prime President Jeffrey C. Lim said. This series of SM Prime bonds due 2024 is the fourth offering of Peso-denominated retail bonds to the public. Similar to its previous bond issues, the SM Prime Series G bonds have been rated PRS Aaa by Philippine Rating Services Corporation (PhilRatings). A rating of PRS Aaa is the highest rating assigned by PhilRatings. This rating is given to long-term debt securities with the smallest degree of investment risk. This also indicates SM Prime’s strong capability to meet its financial commitment. The SM Prime bonds’ joint issue managers are BDO Capital & Investment Corporation and China Bank Capital Corporation, which are also acting as joint lead underwriters and joint bookrunners together with BPI Capital Corporation, PNB Capital, First Metro Investment Corporation, and SB Capital Investment Corporation. SM Prime remains committed to its role as a catalyst for economic growth, delivering innovative and sustainable lifestyle cities, thereby enriching the quality of life of millions of people.
Other Relevant Information
For further information, please contact: Alexander Pomento Vice President, Investor Relations SM Prime Holdings, Inc. E-mail: [email protected] Tel. no.: +632 862 7940