Sea talks $1 billion five-year convertibles to yield 2.125%-2.625%, up 30%-35%

By Abigail W. Adams

Portland, Me., May 18 – Sea Ltd. plans to price $1 billion of long five-year convertible notes after the market close on Tuesday with price talk for a coupon of 2.125% to 2.625% and an initial conversion premium of 30% to 35%, according to a market source.

Goldman Sachs (Asia) LLC is bookrunner for the Rule 144A and Regulation S offering, which carries a greenshoe of $150 million.

The notes are contingently convertible until Sept. 1, 2025.

The notes are non-callable until May 19, 2023 and then subject to a 130% hurdle. They are also callable if less than $100 million remains outstanding or due to a tax event.

The notes are putable upon a fundamental change.

Concurrently with the convertible notes offering, the company will exchange a portion of its 2.25% convertible notes due 2023 for cash, American depositary shares, or a combination of both in privately negotiated transactions.

In connection with the offering, the company will enter into capped call transactions.

Proceeds will be used to cover the cost of the call spread, to fund the cash portion of the exchange of the 2023 notes and for general corporate purposes, including strategic investments or acquisitions.

Sea is a Singapore-based consumer internet company.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.