San Miguel Corp., one of the largest conglomerates in the Philippines, is seeking the consent of bondholders for proposed amendments to several outstanding fixed-rate Philippine Peso bonds.
The move aims to secure waivers and revisions that would provide San Miguel with greater flexibility in supporting project financing for major infrastructure ventures.
The consent solicitation covers 10 series of bonds listed on the Philippine Dealing & Exchange Corp. (PDEx), including the 5.7613 percent Series C Bonds due 2027 and the 7.7197 percent Series P Bonds due 2034. Only bondholders of record as of September 1 are eligible to participate.
San Miguel is requesting bondholders to waive a negative covenant in the trust agreements that restricts its subsidiary, San Miguel Holdings Corp., from granting security interests. The waiver would permit the pledge of shares in New NAIA Infra Corp. that are tied to its financing of the Ninoy Aquino International Airport project.
The company proposes to revise the definition of “material subsidiary,” raising the threshold to 30 percent from 25 percent, and expand “permitted liens” to accommodate project finance-related liens. These changes aim to better align bond terms with standard infrastructure financing structures and support ongoing development initiatives of San Miguel.
The consent period runs from 8 September to 8 October 2025. SMC reserves the right to extend, modify, or withdraw the solicitation, subject to disclosure rules. Full documentation and instructions are available on the company’s website, and inquiries may be directed to PDEx trading participants.
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