Issuer:
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Sea Limited, a Cayman Islands exempted company (“Sea”)
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Ticker / Exchange for ADSs:
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SE / The New York Stock Exchange (“NYSE”)
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Trade Date:
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September 10, 2021
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Settlement Date:
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September 14, 2021 (T+2)
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NYSE Last Reported Sale Price of American Depositary Shares of Sea (“ADSs”) on September 9, 2021:
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US$322.60 per ADS
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Use of Proceeds:
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Sea estimates that the net proceeds from the ADS Offering will be approximately US$3.5 billion (or approximately US$4.0 billion if the underwriters exercise their option to purchase additional ADSs in full),
after deducting underwriting discounts and commissions and estimated offering expenses payable by Sea. Sea estimates that the net proceeds from the Notes Offering will be approximately US$2.5 billion (or approximately US$2.8 billion if the
underwriters exercise their over-allotment option to purchase additional Notes in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by Sea).
Sea intends to use the net proceeds from the Offerings for business expansion and other general corporate purposes, including potential strategic investments and acquisitions. See “Use of Proceeds” in the
Preliminary Prospectus Supplements.
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ADS Offering
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Number of ADSs Offered by Sea:
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11,000,000 ADSs (or an aggregate of 12,650,000 ADSs if the underwriters of the ADS Offering exercise their option to purchase additional ADSs in full).
Certain entities affiliated with one of Sea’s directors are expected to purchase an aggregate of approximately 314,500 ADSs in the ADS Offering at the public offering price and on the same terms as the other
ADSs being offered.
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Price to Public:
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US$318.00 per ADS
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Underwriting Discounts and Commissions:
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US$3.975 per ADS
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Joint Book-Running Managers:
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Goldman Sachs (Asia) L.L.C.
J.P. Morgan Securities LLC
BofA Securities, Inc.
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CUSIP:
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81141R100
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ISIN:
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US81141R1005
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ADSs Outstanding Immediately after the ADS Offering:
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398,329,057 ADSs (or 399,979,057 ADSs if the underwriters of the ADS Offering exercise their option to purchase additional ADSs in full).
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Notes Offering
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Title of Securities:
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0.25% Convertible Senior Notes due 2026 (the “Notes”)
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Aggregate Principal Amount of Notes Offered:
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US$2,500,000,000 aggregate principal amount of Notes (or US$2,875,000,000 aggregate principal amount if the underwriters of the Notes Offering exercise their over-allotment option to purchase additional Notes
in full).
An entity affiliated with one of Sea’s directors is expected to purchase approximately US$35 million principal amount of the Notes in the Notes Offering on the same terms as the other Notes being offered.
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Interest Rate:
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0.25% per year, from and including the Settlement Date.
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Conversion Premium:
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Approximately 50% above the public offering price per ADS in the ADS Offering.
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Initial Conversion Price:
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Approximately US$477.01 per ADS.
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Initial Conversion Rate:
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2.0964 ADSs per US$1,000 principal amount of the Notes.
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Interest Payment Dates:
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March 15 and September 15 of each year, beginning on March 15, 2022.
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Maturity Date:
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September 15, 2026, unless earlier repurchased, redeemed or converted.
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Joint Book-Running Managers:
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Goldman Sachs (Asia) L.L.C.
J.P. Morgan Securities LLC
BofA Securities, Inc.
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CUSIP:
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81141R AG5
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ISIN:
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US81141RAG56
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Underwriting Discounts and Commissions:
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US$10.00 per US$1,000 principal amount of the Notes
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Optional Redemption:
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Sea may redeem for cash all or any part of the Notes, at its option, on or after September 15, 2024, if the last reported sale price of the ADSs has been at least 130% of the conversion price for the Notes then
in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which
Sea provides notice of redemption at a 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. The
redemption at Sea’s option on or after September 15, 2024 is referred to herein as an “optional redemption”. See “Description of the Notes—Optional Redemption” in the Convertible Notes Preliminary Prospectus Supplement.
Sea will give notice of any optional redemption not less than 44 nor more than 60 scheduled trading days before the redemption date (provided that if Sea elects physical
settlement for conversions that occur during the related redemption period (as defined under “Description of the Notes—Conversion Rights—General” in the Convertible Notes Preliminary Prospectus Supplement), Sea may provide not less than 10
business days’ nor more than 30 business days’ notice before the redemption date) to the trustee, the conversion agent (if other than the trustee), the paying agent (if other than the trustee) and each holder of Notes selected for redemption.
See “Description of the Notes—Optional Redemption” in the Convertible Notes Preliminary Prospectus Supplement.
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Cleanup Redemption:
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Sea may redeem for cash all but not part of the Notes at any time if less than US$250 million aggregate principal amount of Notes remains outstanding at such time, at a 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. Such redemption at Sea’s option is referred to herein as a “cleanup redemption”.
See “Description of the Notes—Cleanup Redemption” in the Convertible Notes Preliminary Prospectus Supplement.
Sea will give notice of any cleanup redemption not less than 44 nor more than 60 scheduled trading days before the redemption date (provided that if Sea elects physical
settlement for conversions that occur during the related redemption period, Sea may provide not less than 10 business days’ nor more than 30 business days’ notice before the redemption date) to the trustee, the conversion agent (if other than
the trustee), the paying agent (if other than the trustee) and each holder of Notes. See “Description of the Notes—Cleanup Redemption” in the Convertible Notes Preliminary Prospectus Supplement.
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Tax Redemption:
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If Sea has, or on the next interest payment date would, become obligated to pay any additional amounts (other than de minimis amounts) as a result of (i) any change or
amendment on or after the date hereof in the laws or any rules or regulations of a relevant taxing jurisdiction, or (ii) any change on or after the date hereof in an interpretation, administration or application of such laws, rules or
regulations, as further described under “Description of the Notes—Tax Redemption” in the Convertible Notes Preliminary Prospectus Supplement, Sea may, at its option, redeem all but not part of the Notes at a redemption price equal to 100% of
the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to, but not including, the redemption date and any additional amounts with respect to such redemption price.
The redemption by Sea in the event of such tax law changes is referred to herein as a “tax redemption”. See “Description of the Notes—Tax Redemption” in the Convertible Notes Preliminary Prospectus Supplement.
Sea will give notice of any tax redemption not less than 44 nor more than 60 scheduled trading days before the redemption date (provided that if Sea elects physical
settlement for conversions that occur during the related redemption period, Sea may provide not less than 10 business days’ nor more than 30 business days’ notice before the redemption date) to the trustee, the conversion agent (if other than
the trustee), the paying agent (if other than the trustee) and each holder of Notes. See “Description of the Notes—Tax Redemption” in the Convertible Notes Preliminary Prospectus Supplement.
Upon Sea’s giving a notice of tax redemption, a holder may elect not to have its Notes redeemed, in which case such holder would not be entitled to receive the additional amounts referred to in “Description of
the Notes—Additional Amounts” in the Convertible Notes Preliminary Prospectus Supplement after the redemption date.
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Repurchase upon Fundamental Change:
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If Sea undergoes a “fundamental change” (as defined in the Convertible Notes Preliminary Prospectus Supplement under “Description of the Notes—Repurchase upon Fundamental Change”), subject to certain conditions
and a limited exception described in the Convertible Notes Preliminary Prospectus Supplement, holders may require Sea to repurchase for cash all or part of their Notes in principal amounts of US$1,000 or an integral multiple thereof. The
fundamental change repurchase price will be equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase
date. See “Description of the Notes—Repurchase upon Fundamental Change” in the Convertible Notes Preliminary Prospectus Supplement.
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Additional Amounts:
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All payments and deliveries made by, or on behalf of, Sea or any successor to Sea under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the
redemption price and the fundamental change repurchase price), payments of interest and payments of cash and/or deliveries of ADSs (together with payments of cash for any fractional ADS, if applicable) upon conversion, will be made without
withholding or deduction, unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required by certain jurisdictions,
Sea will pay such additional amounts as may be necessary to ensure that the net amount received by the holders of the Notes after such withholding or deduction (and after deducting any taxes on the additional amounts) will equal the amounts
that would have been received by such holders had no such withholding or deduction been required, subject to certain exceptions set forth under “Description of the Notes—Additional Amounts” in the Convertible Notes Preliminary Prospectus
Supplement.
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Adjustment to ADSs Delivered upon Conversion upon a Make-Whole Fundamental Change or Sea’s Election to Redeem the Notes:
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The following table sets forth the number of additional ADSs to be received per US$1,000 principal amount of the Notes that are converted in connection with (i) a “make-whole fundamental change” as described in
the Convertible Notes Preliminary Prospectus Supplement, based on the ADS price and effective date of the make-whole fundamental change or (ii) Sea’s calling the Notes for an optional redemption, a cleanup redemption or a tax redemption,
determined as if the holder had elected to convert its Notes in connection with a “make-whole fundamental change,” the applicable redemption reference date were the “effective date” and the applicable redemption reference price were the “ADS
price”, as described in the Convertible Notes Preliminary Prospectus Supplement:
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ADS price
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Effective date
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US$318
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US$350
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US$400
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US$477
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US$500
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US$600
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US$700
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US$800
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US$1,000
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US$1,250
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US$1,500
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US$2,000
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September 14, 2021..
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1.0482
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0.8725
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0.6661
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0.4539
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0.4073
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0.2610
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0.1730
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0.1175
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0.0568
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0.0236
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0.0094
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0.0004
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September 15, 2022..
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1.0482
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0.8514
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0.6367
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0.4196
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0.3726
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0.2282
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0.1445
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0.0937
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0.0410
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0.0147
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0.0047
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0.0000
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September 15, 2023..
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1.0482
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0.8257
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0.6001
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0.3771
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0.3300
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0.1891
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0.1117
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0.0674
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0.0253
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0.0070
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0.0013
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0.0000
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September 15, 2024..
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1.0482
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0.7980
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0.5555
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0.3232
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0.2759
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0.1411
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0.0740
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0.0395
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0.0112
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0.0017
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0.0000
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0.0000
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September 15, 2025..
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1.0482
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0.7643
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0.4909
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0.2418
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0.1950
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0.0764
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0.0304
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0.0122
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0.0015
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0.0000
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0.0000
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0.0000
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September 15, 2026..
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1.0482
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0.7607
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0.4036
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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•
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If the ADS price is between two ADS prices in the table or the effective date is between two effective dates in the table, the number of additional ADSs will be determined by a straight-line interpolation
between the number of additional ADSs set forth for the higher and lower ADS prices and the earlier and later effective dates, as applicable, based on a 365-day year.
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•
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If the ADS price is greater than US$2,000 per ADS (subject to adjustment in the same manner as the ADS prices set forth in the column headings of the table above as set forth in the Convertible Notes
Preliminary Prospectus Supplement), no additional ADSs will be added to the conversion rate.
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•
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If the ADS price is less than US$318 per ADS (subject to adjustment in the same manner as the ADS prices set forth in the column headings of the table above as set forth in the Convertible Notes Preliminary
Prospectus Supplement), no additional ADSs will be added to the conversion rate.
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