C02210-2018

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)
Apr 5, 2018
2. SEC Identification Number
167423
3. BIR Tax Identification No.
000-477-103
4. Exact name of issuer as specified in its charter
MEGAWORLD CORPORATION
5. Province, country or other jurisdiction of incorporation
Metro Manila
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
30th Floor, Alliance Global Tower, 36th Street cor. 11th Avenue, Uptown Bonifacio, Taguig City Postal Code 1634
8. Issuer's telephone number, including area code
(632) 894-6300/6400
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 32,239,445,872
Preferred 6,000,000,000
11. Indicate the item numbers reported herein
Item 9(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.

Megaworld CorporationMEG

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

Background/Description of the Disclosure

MEGAWORLD CORPORATION RETURNS TO THE INTERNATIONAL BOND MARKET WITH A USD DENOMINATED FIXED-FOR-LIFE SENIOR PERPETUAL OFFERING

Megaworld Corporation (“Megaworld”) has successfully priced US$200 million of Fixed-For-Life Senior Perpetual Notes (“Notes”). The Notes were distributed under Regulation S format.

The issuance represents the first ever perpetual bond from Megaworld and a landmark return to the international bond market since 2013. During the two day roadshow in Hong Kong & Singapore, Megaworld received strong anchor demand, which allowed for accelerated pricing within the two day roadshow window itself.

With an approximately 2x oversubscribed orderbook, Megaworld was able to tighten pricing by 62.5 basis points from initial price guidance of 6% area, to land at a final yield of 5.375%. This was essentially flat to the tightest Philippine Fixed-For-Life instrument in the secondary market, implying no new issue premium. The tight pricing reflected the consistent and positive feedback investors had about the credit profile and track record of Megaworld.

The Notes are unrated and will be listed on Singapore Exchange Securities Trading Limited. Proceeds from the Notes will be used for general corporate purposes and refinancing of existing indebtedness.

J.P. Morgan was appointed as Sole Bookrunner for this transaction.

THE SECURITIES BEING OFFERED OR SOLD HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES REGULATION CODE OF THE PHILIPPINES (THE “SRC”). ANY FUTURE OFFER OR SALE OF THE SECURITIES WITHIN THE PHILIPPINES IS SUBJECT TO THE REGISTRATION REQUIREMENTS UNDER THE SRC UNLESS SUCH OFFER OR SALE IS MADE UNDER CIRCUMSTANCES IN WHICH THE OFFER OR SALE QUALIFY AS EXEMPT SECURITIES OR QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SRC.

Other Relevant Information

This disclosure is being amended as the last paragraph has been inadvertently omitted in the previous disclosure. Please see attached SEC Form 17-C.

Filed on behalf by:
Name Dominic Isberto
Designation Vice President - Compliance Division