Sea plans $400 million offering of five-year convertible senior notes

By Wendy Van Sickle

Columbus, Ohio, June 12 – Sea Ltd. is planning a $400 million offering of five-year convertible senior notes, according to a press release.

The Rule 144A/Regulation S deal will carry a 13-day $60 million greenshoe.

Tencent Holdings Ltd., one of the company’s principal shareholders, is expected to purchase up to $50 million of the notes in the offering on the same terms as the other convertibles being offered.

The convertibles will be non-callable, except in the event of certain changes in the tax laws, and will mature on July 1, 2023.

The notes will be convertible until Jan. 1, 2023 during certain periods, upon satisfaction of some conditions into Sea’s American depositary shares, each representing one class A ordinary share of the company. They will be convertible thereafter at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.

Conversions may be settled in American Depository shares, cash or a combination thereof, at the company’s election.

Holders will have a put option at par plus accrued interest upon occurrence of certain events that constitute a fundamental change.

Sea expects to use proceeds from the offering for business expansion and other general corporate purposes.

Based in Singapore, Sea operates three platforms across digital entertainment, ecommerce, and digital financial services.

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