Sea Limited Prices Offering of US$500 Million Convertible Notes
June 14 2018 - 2:45AM
Business Wire
Sea Limited (NYSE: SE) (“Sea” or the “Company”), today announced
the pricing of US$500.0 million in aggregate principal amount of
convertible senior notes due 2023 (the “Notes”). The Notes were
offered to qualified institutional buyers pursuant to Rule 144A
under the United States Securities Act of 1933, as amended (the
“Securities Act”), and certain non-U.S. persons in offshore
transactions in compliance with Regulation S under the Securities
Act. The Company has granted to the initial purchaser a 13-day
option to purchase up to an additional US$75.0 million principal
amount of Notes. An entity affiliated with Tencent Holdings
Limited, one of the Company’s principal shareholders, and an entity
affiliated with one of the Company’s directors are expected to
purchase up to US$50.0 million and up to US$30.0 million,
respectively, principal amount of the Notes in the offering on the
same terms as the other Notes being offered.
The Notes will be senior, unsecured obligations of the Company,
and interest will be payable semi-annually in cash at a rate of
2.25% per annum in arrears on January 1 and July 1 of each year,
beginning on January 1, 2019. The Notes will mature on July 1,
2023, unless redeemed, repurchased or converted prior to such date.
Prior to the close of business on the business day immediately
preceding January 1, 2023, the Notes will be convertible into the
Company’s American depositary shares (“ADSs”), each representing
one Class A ordinary share of the Company, at the option of the
holders, based on an initial conversion rate of 50.5165 of ADSs per
US$1,000 principal amount of Notes (which is equivalent to an
initial conversion price of approximately US$19.80 per ADS and
represents an approximately 32.5% conversion premium over the
closing trading price of the Company’s ADSs on June 13, 2018, which
was US$14.94 per ADS). The conversion rate is subject to adjustment
upon the occurrence of certain events. Holders of the Notes may
convert their Notes in integral multiples of US$1,000 principal
amount, during certain periods, upon satisfaction of certain
conditions. Thereafter, the Notes will be convertible at any time
prior to the close of business on the second scheduled trading day
immediately preceding the maturity date. Upon conversion, the Notes
may be settled in ADSs, cash or a combination of cash and ADSs, at
the Company’s election.
Sea will not have the right to redeem the Notes prior to
maturity except in the event of certain changes in the tax laws of
a relevant taxing jurisdiction (“Tax Redemption”). Holders of the
Notes will have the right to require the Company to repurchase for
cash all or part of their Notes upon occurrence of certain events
that constitute a fundamental change under the indenture governing
the Notes at a repurchase price equal to 100% of the principal
amount of the Notes to be repurchased, plus accrued and unpaid
interest to, but excluding, the repurchase date. In connection with
certain corporate events or if the Company issues a notice of Tax
Redemption, it will, under certain circumstances, increase the
conversion rate for holders who elect to convert their Notes in
connection with such corporate event or such Tax Redemption.
Sea expects to use the net proceeds from this offering for
business expansion and other general corporate purposes.
The Company expects to close the Notes offering on or about June
18, 2018, subject to the satisfaction of customary closing
conditions.
The Notes and ADSs deliverable upon conversion of the Notes, and
Class A ordinary shares of the Company represented thereby, have
not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), or any state securities laws. They may not
be offered or sold within the United States or to U.S. persons,
except to qualified institutional buyers in reliance on the
exemption from registration provided by Rule144A under the
Securities Act and to certain non-U.S. persons in offshore
transactions in reliance on Regulation S under the Securities
Act.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase any of these securities, in
the United States or elsewhere, and shall not constitute an offer,
solicitation or sale of the Notes, ADSs and Class A ordinary shares
of the Company in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful. Any public offering of
securities to be made in the United States will be made by means of
a prospectus that may be obtained from the issuer or the selling
security holder and that will contain detailed information about
the company and management, as well as financial statements.
This press release contains information about the pending
offering of the Notes, and there can be no assurance that the
offering will be completed.
About Sea Limited
Sea’s mission is to better the lives of the consumers and small
businesses of our region with technology. Our region includes the
key markets of Indonesia, Taiwan, Vietnam, Thailand, the
Philippines, Malaysia and Singapore. Sea operates three platforms
across digital entertainment, e-commerce, and digital financial
services, known as Garena, Shopee, and AirPay, respectively.
Safe Harbor Statement
This announcement contains forward-looking statements within the
meaning of Section 27A of the Securities Act, and Section 21E of
the Securities Exchange Act of 1934, as amended. These statements
are made under the “safe harbor” provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking
statements can be identified by terminology such as “may,” “will,”
“expect,” “anticipate,” “future,” “intend,” “plan,” “believe,”
“estimate,” “is/are likely to,” “confident” or other similar
statements. Sea may also make forward-looking statements in its
periodic reports to the U.S. Securities and Exchange Commission, in
its annual report to shareholders, in press releases and other
written materials and in oral statements made by its officers,
directors or employees to third parties. All information provided
in this press release is as of the date of the issuance, and the
Company assumes no obligation to update the forward-looking
statements in this press release and elsewhere except as required
under applicable law. Statements that are not historical facts,
including statements about the Company’s beliefs and expectations,
are forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties. A number of factors could cause
actual results to differ materially from those contained in any
forward-looking statement. Further information regarding these and
other risks is included in Sea’s annual report on Form 20-F for the
fiscal year ended December 31, 2017 and other filings with the
Securities and Exchange Commission.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180613006380/en/
Sea LimitedInvestors / analysts:Yong Cheng
Ongir@seagroup.comorMedia:media@seagroup.com or
sea@brunswickgroup.com
Sea (NYSE:SE)
Historical Stock Chart
From Mar 2024 to Apr 2024
Sea (NYSE:SE)
Historical Stock Chart
From Apr 2023 to Apr 2024