Sea Limited Announces Proposed Offering of ADSs and Convertible Notes

Sea Limited (NYSE: SE) (“Sea” or the “Company”) announced today a proposed registered underwritten public offering (the “ADS Offering”) of American Depositary Shares (“ADSs”), each representing one Class A ordinary share, par value $0.0005 per share, of the Company, and a proposed registered underwritten public offering (the “Notes Offering” and, together with the ADS Offering, the “Offerings”) by the Company of its convertible senior notes due 2026 (the “Notes”).

The Company proposes to offer 11,000,000 ADSs in the ADS Offering, subject to market and other conditions. All of the ADSs to be sold in the ADS Offering will be offered by Sea. The Company also intends to grant the underwriters in the ADS Offering a 30-day option to purchase up to an additional 1,650,000 ADSs on the same terms and conditions.

Concurrently with the ADS Offering, the Company proposes to offer US$2,500,000,000 aggregate principal amount of Notes, subject to market and other conditions. The Company also intends to grant the underwriters in the Notes Offering a 30-day option to purchase up to an additional US$375,000,000 in aggregate principal amount of Notes on the same terms and conditions solely to cover over-allotments. The Notes will be senior, unsecured obligations of the Company. The Notes will mature on September 15, 2026, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to the close of business on the business day immediately preceding June 15, 2026, the Notes will be convertible at the option of the holders only upon satisfaction of certain conditions and during certain periods. Thereafter, the Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will pay or deliver to such converting holders, as the case may be, cash, ADSs (plus cash in lieu of a fractional ADS), or a combination of cash and ADSs, at its election. On or after September 15, 2024, the Company may redeem for cash all or any part of the Notes 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 the Company 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 (an “Optional Redemption”). The Company may also redeem for cash all but not part of the Notes at any time if less than US$250,000,000 aggregate principal amount of Notes remains outstanding at such time (a “Cleanup Redemption”). The Company may also redeem all but not part of the Notes in the event of certain changes in tax laws (a “Tax Redemption”). In addition, subject to certain conditions and a limited exception, holders of the Notes may require the Company to repurchase all or part of their Notes for cash in the event of certain events that constitute a fundamental change. In connection with certain corporate events or if the Company issues a notice of Optional Redemption, Cleanup Redemption or Tax Redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their Notes in connection with such corporate event or such Optional Redemption, Cleanup Redemption or Tax Redemption. The interest rate, initial conversion rate and certain other terms of the Notes will be determined at the time of pricing of the Notes.