SINGAPORE– (BUSINESS WIRE) –Sea Limited (NYSE: SE) (“Sea” or “Company”) $ 1 billion in the aggregate principal amount of convertible senior notes two 2024 (the "Notes"). The Company has granted the initial purchaser to 13-day option to purchase up to an additional US $ 150 million principal amount of Notes. The company plans to implement a business plan, including the potential strategic investments and acquisitions. . Notes being offered. Million affiliated with the Company.
The Notes will be senior, an unsecured obligation of the Company, bearing interest at a rate of 1.00% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2020. The Notes will mature on December 1, 2024, unless redeemed, repurchased or converted prior to such date. The 1, 2024, the Notes will be convertible to the option of certain holders of certain conditions and during certain periods. Thereafter, the Notes will be convertible to the option of Upon conversion, the Notes may be settled in American depositary shares ("ADSs") (each representing one Class A ordinary share of the Company), cash or a combination of cash and ADSs, at the Company's election. The initial conversion rate of the Notes is 19.9475 ADSs for US $ 1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately US $ 50.13 for ADS and represents a premium conversion of approximately 42.5 above the closing price of the Company ADSs on November 13, 2019, which was US $ 35.18 for ADS). The conversion rate is subject to adjustment upon the occurrence of certain events.
On or after December 2, 2022, the Company may have redeem for cash at any time of the Notes, if the last reported price of the ADS has been at least 130% of the conversion for the Notes 20 trading days (whether or not consecutive) during any 30 consecutive trading day (including the last trading of such period) redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date ("Optional Redemption"). The Company may not be able to provide any information at any time if it is less than $ 75 million aggregate principal amount of Notes remains outstanding at such time ("Cleanup Redemption"). In addition, the Company may redeem all but part of the Notes in the event of certain changes in the tax laws ("Tax Redemption").
In addition, holders of the Notes to the Company and their Notes upon the occurrence of certain events constitute a fundamental change. In connection with certain Redemption, Cleanup Redemption or Tax Redemption, it will, in certain circumstances, increase the conversion rate for those who may want to convert their Notes into a connection with such corporate event or such Optional Redemption, Cleanup Redemption or Tax Redemption.
In connection with the pricing of the Notes, the Company has entered into transactions with the initial purchaser (or its affiliates) and / or one or more other financial institutions (the "Option Counterparties"). These transactions are expected to reduce the potential of the company. of converted Notes, as the case may be, subject to conversion of Notes, as the case may be, subject to a cap based on the cap of the capped call transactions. The cap price of the transactions will initially be US $ 70.36 by ADS, which is an approximate price 100% over the closing price of the Company's ADS on November 13, and is subject to certain adjustments under the terms of the capped call transactions. The initial purchaser exercises the option to purchase additional notes.
The Company has been advised that it is not the only one in the country, but it has been established in connection with their initial hedge positions with respect to the ADSs and / or enter into various derivative transactions with respect to the ADSs concurrently with , or shortly after, the pricing of the Notes. These hedging activities could increase (or reduce the size of any decrease in) the market price of ADS or the Notes at that time. In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or deriving various derivative transactions with the ADSs and / or purchasing or selling the ADS or other securities of the Company the Notes and prior to the maturity of the Notes. The Option Counterparties may have to engage in market activity during the period prior to June. after June 1, 2024. The ADS or the Notes could be used in the development of a business or business strategy. of the Notes, it could affect the number of ADs
The Company was the subject of the 18, 2019, 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, as amended (the "Securities Act"), or any state securities laws. 1933A under the Securities Act and to certain non-US persons in offshore transactions in reliance on Regulation S under the Securities Act.
The United States or Class A Ordinary Shares of the Company in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
This press release contains information on the pending offering of the Notes, and there can be no assurance that the offering will be completed.
About Sea Limited
Sea's mission to better consumers with 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 businesses across digital entertainment, e-commerce, and digital financial services, known as Garena, Shopee, and AirPay, respectively.
Safe Harbor Statement
27A of the Securities Exchange Act and 21E of the Securities Exchange Act of 1934, as amended. These statements are made under the "safe harbor" provisions of the US 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," " / are likely to, "" confident "or other similar statements. Sea may also make statements in its reports to the US Securities and Exchange Commission. All information provided in this press release and the Company assumed no obligation to update the statements in this press release Statements that are not factual statements, 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. 20-F for fiscal year ended December 31, 2018 and other filings with the Securities and Exchange Commission.