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)

Jan 22, 2021

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) 8831-1000

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 16-1- Update on Corporate Actions/
Material Transactions/Agreements References: SRC Rule 17 (SEC Form 17-C) and
Section 16 of the Revised Disclosure Rules

Subject of the Disclosure
Permit to Sell of SM Prime Second Tranche of P100 billion Shelf Registration of Fixed Rate Bonds approved by the SEC
Background/Description of the Disclosure
On January 22, 2021, SM Prime Holdings, Inc.'s application for permit to sell for the second tranche issuance of its fixed-rate bonds amounting to Php5 billion with an over subscription option of up to Php5 billion with maturities and interest rates of 2.5 years at 2.4565% p.a. and 5 years at 3.8547% p.a. was approved by the Securities and Exchange Commission (SEC). On December 18, 2020, SM Prime has filed with the SEC an application for a permit to sell for the second drawdown of its PHP100 billion debt securities program under shelf registration registered with the SEC under SEC MSRD Order No. 6, Series of 2020.
Other Relevant Information
The bond issuance is to be listed and traded through the Philippine Dealing and Exchange Corporation and is set to be issued on February 5, 2021. On March 25, 2020, SM Prime Holdings, Inc. issued its first tranche of its P100 billion Shelf Registration of Fixed Rate Bonds for a total of Php15 billion in 5-year and 7-year fixed rate bonds with interest rates of 4.8643% p.a. and 5.0583% p.a., respectively.