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)
Sep 11, 2025
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 CityPostal Code1634
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 2. Acquisition and Disposition of Assets
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 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 and/or Section 5 of the Revised Disclosure Rules
Subject of the Disclosure
Acquisition of shares in Westside Bayshore Holding Corporation, an unlisted company
Background/Description of the Disclosure
On 30 August 2025, Suntrust Resort Holdings, Inc. (“Suntrust”) subscribed to 400,000,000 common shares of Westside Bayshore Holding Corporation (“WBHC”), an unlisted company, equivalent to 40% of the total outstanding and issued common shares of WBHC.
Date of Approval by Board of Directors
Aug 30, 2025
Date of Approval by Stockholders
N/A
Other Relevant Regulatory Agency, if applicable
N/A
Date of Approval by Relevant Regulatory Agency
N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
Suntrust’s acquisition of 40% of the total outstanding and issued shares of WBHC is pursuant to a strategic working agreement with the parent company of WBHC, Travellers International Hotel Group, Inc. (“TIHGI”), Westside City Inc., and Entertainment City Resorts Corporation (“ECRC”) to expedite the completion of the now-expanded Westside Integrated Resort Project, located at Entertainment City, Paranaque City in Metro Manila, Philippines.
Through this acquisition, Suntrust will effectively hold an indirect interest in ECRC, a subsidiary of WBHC, which assumed all rights and obligations related to the Westside Integrated Resort Project to ensure its timely construction, development, completion and operation.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
Suntrust and WBHC entered into a Subscription Agreement dated 30 August 2025 for the subscription by Suntrust to 400,000,000 common shares of WBHC. The total subscription price of the shares is PhP3,200,000,000.00 (“Subscription Price”) consisting of: (a) the par value of PhP1.00 per share or a total of PhP400,000,000.00; and (b) additional paid-in capital of PhP7.00 per share or a total of PhP2,800,000,000.00.
The applicable documentary stamp tax (“DST”) has already been paid and the appropriate DST return has already been filed with the Bureau of Internal Revenue.
Identities of the parties to the transaction
Name
Nature of Business
Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Westside Bayshore Holding Corporation
Holding company
N/A
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)
Number of shares subscribed: 400,000,000 common shares
Total subscription price: PhP3,200,000,000.00 consisting of: (a) the par value of PhP1.00 per share or a total of PhP400,000,000.00; and (b) additional paid-in capital of PhP7.00 per share or a total of PhP2,800,000,000.00
Basis upon which the amount of consideration or value of the transaction was determined
Agreement between the parties
The number of shares to be acquired
400,000,000
Ratio/percentage to total outstanding capital stock
40
Terms of payment
Full payment in cash upon execution of the Subscription Agreement
Conditions precedent to closing of the transaction, if any
None
Description of the company subject of the transaction
Nature and business
WBHC is a holding company primarily established to subscribe for, hold, assign, or otherwise dispose of property, including shares of stock, notes, and other securities of any corporation. WBHC is a subsidiary of TIHGI, pioneer developer of integrated resorts in the Philippines and operator of gaming facilities under a license issued by the Philippine Amusement and Gaming Corporation.
Discussion of major projects and investments
ECRC, which is a subsidiary of WBHC, assumed all rights and obligations related to the Westside Integrated Resort Project to ensure its timely construction, development, completion and operation.
List of subsidiaries and affiliates, with percentage holdings
Effect(s)/impact on the business, financial condition and operations of the Issuer
The acquisition forms part of Suntrust’s broader corporate restructuring plan, which involves shifting its strategic focus toward holding investments in the tourism and gaming sectors.
Other Relevant Information
The specific terms of the transaction is as follows:
Ratio/percentage to total outstanding capital stock: 40% of the total outstanding and issued common shares of WBHC
The Paid-Up Capital is as follows:
Amount: PhP4,425,000,000.00 consisting of the value of 1,000,000,000 common shares at PHP1.00 per share and PhP3,425,000,000.00 additional paid-in capital
WBHC was incorporated on 26 May 2025. As WBHC has only been recently incorporated, no audited financial statements are available at this time. Copies of the following corporate documents of WBHC are attached: 1. Certificate of Incorporation as Annex A 2. Articles of Incorporation and By-Laws as Annex A-1 3. Latest General Information Sheet as Annex A-2
ECRC was incorporated on 2 June 2025. As ECRC has only been recently incorporated, no audited financial statements are available at this time. Copies of the following corporate documents and information of ECRC are attached: 1. Certificate of Incorporation as Annex B 2. Articles of Incorporation and By-Laws as Annex B-1 3. Latest General Information Sheet as Annex B-2 4. Capital Structure, Organizational Structure, Board of Directors, Principal Officers, and Major Shareholders as Annex B-3
A copy of the Subscription Agreement dated 30 August 2025 is attached hereto as Annex C.
A summary of the financial highlights of WBHC and ECRC is attached hereto as Annex D.
Suntrust Resort Holdings, Inc.SUN