FWP 1 nt10017784x2_fwp.htm FWP
Filed Pursuant to Rule 433 under the Securities Act of 1933
Issuer Free Writing Prospectus dated December 10, 2020
Relating to Preliminary Prospectus Supplement dated December 9, 2020
Registration Statement No. 333-230021

PRICING TERM SHEET DATED DECEMBER 10, 2020

Sea Limited

13,200,000 American Depositary Shares,
Each Representing One Class A Ordinary Share


(each American Depositary Share representing one Class A ordinary share, par value US$0.0005 per share)

This pricing term sheet relates only to the securities described below and supplements and should be read together with the preliminary prospectus dated December 9, 2020 (the “Preliminary Prospectus Supplement”) and the accompanying base prospectus dated March 1, 2019 (the “Base Prospectus”), including the documents incorporated by reference in the Preliminary Prospectus Supplement, relating to these securities. The information in this communication supersedes the information in the Preliminary Prospectus Supplement and the accompanying Base Prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplement and the accompanying Base Prospectus.


Issuer:
  
Sea Limited
     
Security:
  
American Depositary Shares, or ADSs, of the Issuer, each representing one Class A ordinary share, par value US$0.0005 per share, of the Issuer
     
Listing:
  
New York Stock Exchange
     
Size:
  
13,200,000 ADSs
     
Over-allotment Option:
  
Up to an additional 1,980,000 ADSs
     
Price to Public:
  
US$195.00 per ADS
     
Trade Date:
  
December 10, 2020
     
Settlement Date (T+2):
  
December 15, 2020
     
Underwriters:
  
Goldman Sachs (Asia) L.L.C.
 
J.P. Morgan Securities LLC
     
CUSIP/ISIN:
  
81141R100 / US81141R1005
     
Disclosure:
An entity affiliated with one of the Issuer’s directors is expected to purchase an aggregate of approximately 400,000 ADSs in this offering at the public offering price and on the same terms as the other ADSs being offered.
     
Reimbursement:
  
The underwriters have agreed to reimburse the Issuer for a certain portion of the Issuer’s expenses in connection with the offering of ADSs.

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The Issuer has filed a shelf registration statement on Form F-3ASR (including a base prospectus), which became automatically effective upon filing with the U.S. Securities and Exchange Commission (“SEC”), on March 1, 2019, New York City time. The Preliminary Prospectus Supplement related to this offering has also been filed with the SEC. The registration statement on Form F-3ASR (including the base prospectus) and the Preliminary Prospectus Supplement are available at the SEC website at: http://www.sec.gov. Copies of the registration statement on Form F-3ASR, the Preliminary Prospectus Supplement and the accompanying base prospectus may be obtained from Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282-2198, Attn: Prospectus Department, by telephone at 212-902-1171, or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at 866 803-9204.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

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