By Abigail W. Adams
Portland, Me., June 14 – Sea Ltd. priced an upsized $500 million of five-year convertible notes after the market close on Wednesday at the mid-point of talk with a coupon of 2.25% and an initial conversion premium of 32.5%, according to a company news release.
Price talk had been for a coupon of 2% to 2.5% and an initial conversion premium of 30% to 35%, according to a market source.
Goldman Sachs & Co. is the bookrunner for the Rule 144A and Regulation S deal, which carries an upsized greenshoe of $75 million.
The initial size of the deal had been $400 million with a greenshoe of $60 million.
The notes are non-callable except in the event of certain changes in the tax laws. They are puttable upon a fundamental change.
The notes are contingently convertible until Jan. 1, 2023, then freely convertible until the second scheduled trading day preceding July 1, 2023.
The notes will be settled in Sea’s American Depositary Shares, each representing one class A ordinary share, or cash or a combination of both at the company’s option.
Tencent Holdings Ltd., one of the company’s principal shareholders, is expected to purchase up to $50 million of the notes and an entity affiliated with one of the company’s directors is expected to purchase $30 million, according to a company news release.
Proceeds will be used for business expansion and other general corporate purposes.
Sea is a Singapore-based company that operates three platforms across digital entertainment, ecommerce, and digital financial services.
| Issuer: | Sea Ltd.
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| Securities: | Convertible senior notes
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| Amount: | $500 million
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| Greenshoe: | $75 million
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| Maturity: | July 1, 2023
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| Bookrunners: | Goldman Sachs & Co.
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| Coupon: | 2.25%
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| Price: | Par
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| Conversion premium: | 32.5%
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| Conversion price: | $19.80
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| Conversion rate: | 50.5165
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| Call options: | Non-callable
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| Put options: | Upon a fundamental change
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| Pricing date: | June 13
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| Settlement date: | June 18
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| Talk: | Coupon of 2% to 2.5% and an initial conversion premium of 30% to 35%
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| Stock symbol: | NYSE: SE
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| Stock price: | $14.94 at market close June 13
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| Market capitalization: | $5.49 billion
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