Developer explores US dollar bond sale under EMTN program

SM Prime Holdings Inc. is preparing to access the offshore bond market as it defers plans for a real estate investment trust (REIT) listing beyond 2026.

In a disclosure to the Philippine Stock Exchange, SM Prime said it has mandated HSBC, JP Morgan, Standard Chartered Bank, and UBS as joint lead managers and bookrunners for a potential US dollar-denominated senior notes issue. BDO Capital & Investment Corp. and China Bank Capital Corp. were named joint domestic managers.

The banks will conduct a series of fixed-income investor calls across Asia and Europe beginning Sept. 8. “A USD-denominated benchmark-sized Regulation S offering of five-year senior notes by SMPHI SG Holdings Pte. Ltd., guaranteed by SM Prime, may follow, subject to market conditions,” the disclosure stated. The notes would be issued under the company’s $3-billion Euro Medium Term Note program based in Singapore.

SM Prime appointed SyCip Salazar Hernandez & Gatmaitan as legal adviser for Philippine law and Latham & Watkins LLP for English law. The joint lead managers are being advised by Picazo Buyco Tan Fider Santos & Dee for Philippine law and Linklaters Singapore Pte. Ltd. for English law.

The planned issuance comes as the company deferred its REIT listing. Chief Finance Officer John Nai Peng Ong said market conditions and liquidity constraints influenced the decision. “Instead of coming up with a REIT in 2026, we may have to defer it a bit and we have to take into account market conditions as well as liquidity in the market,” Ong said during a recent Philippine Stock Exchange investor event.

“While the view on REIT is still there, the timing may have to be deferred beyond the year 2025 and I think personally even beyond 2026,” he added.

SM Prime continues to pursue an aggressive expansion program. Overseas, it is set to open a new mall in Xiamen, China next month, followed by another in Fujian province by 2027. In the Philippines, it has earmarked more than %u20B1150 billion for 16 major redevelopments and 12 new lifestyle malls from 2026 to 2030, with plans to launch one flagship mall each year.