C02705-2024

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 2, 2024
2. SEC Identification Number
10683
3. BIR Tax Identification No.
000-141-166-000
4. Exact name of issuer as specified in its charter
SUNTRUST RESORT HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
METRO MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
26th 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) 8894-6300
9. Former name or former address, if changed since last report
SUNTRUST HOME DEVELOPERS, INC.
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 7,250,000,000
11. Indicate the item numbers reported herein
Item 9

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.

Suntrust Resort Holdings, Inc.SUN

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

Supplement to the Subscription Agreement dated 26 July 2023 between Suntrust Resort Holdings, Inc. and Summit Ascent Investments Limited
Background/Description of the Disclosure

We refer to the SEC Form 17-C [Current Report] dated 26 July 2023 that SUNTRUST RESORT HOLDINGS, INC. (formerly Suntrust Home Developers, Inc.) (the “Company”) filed with the Securities and Exchange Commission (“SEC”) and The Philippine Stock Exchange, Inc. (“PSE”) in July 2023 where the Company disclosed to the SEC, the PSE, and the investing public that the Company’s Board of Directors approved the execution of an agreement (the “2023 Subscription Agreement”) between the Company and Summit Ascent Investments Limited (“Summit Ascent”) where the former, upon the satisfaction or waiver of conditions precedent, will issue in favor of the latter a convertible bond instrument with a face value amounting to Thirteen Billion Five Hundred Eleven Million One Hundred Thousand Philippine Pesos (PhP13,511,100,000.00) (the “2023 Summit Ascent Convertible Bond”). The 2023 Subscription Agreement was signed on even date. It is provided in the 2023 Subscription Agreement that if the 2023 Summit Ascent Convertible Bond is not issued on or before 30 April 2024 (the “Long Stop Date”), the 2023 Subscription Agreement shall be terminated and the parties to the same shall be released and discharged from their respective obligations therein.

After trading hours on 30 April 2024, the Company and Summit Ascent entered into an agreement supplementing the 2023 Subscription Agreement (the “2024 Supplemental Agreement”). Under the 2024 Supplemental Agreement, the parties agreed to extend the Long Stop Date from 5:00 PM on 30 April 2024 to 5:00 PM on 30 April 2025. No other changes were made to the 2023 Subscription Agreement.

Upon issuance of the 2023 Summit Ascent Convertible Bond, the face value thereof will be applied by the Company to redeem the convertible bonds issued by it to Summit Ascent in 2020 and 2022. The Company and Summit Ascent will execute a set-off deed for this purpose. Any shortfall shall be paid by the Company in cash to Summit Ascent.

The above transaction is not expected to have any adverse effect on the business, operations, and financial condition of the Company as it is expected to redound to the benefit of the Company.
Other Relevant Information

Please see attached SEC Form 17-C.

For additional background information on the 2023 Subscription Agreement and 2023 Summit Ascent Convertible Bond, please see the Company’s PSE Disclosure Form 4-30 [Material Information/Transactions] dated 26 July 2023 [C05729-2023] and PSE Disclosure Form 16-1 [Update on Corporate Actions/Material Transactions/Agreements] dated 26 July 2023 [C05730-2023], both published on the PSE Electronic Disclosure Generation Technology on 27 July 2023.
Filed on behalf by:
Name Nelileen Baxa
Designation Corporate Secretary