Sea Limited Announces Pricing of Offerings of ADSs and Convertible Notes

Sea Limited (NYSE: SE) (“Sea” or the “Company”) announced today that it priced its registered underwritten public offering (the “ADS Offering”) of 11,000,000 American Depositary Shares (“ADSs”), each representing one Class A ordinary share of the Company, at a price of US$318.00 per ADS, and its registered underwritten public offering (the “Notes Offering” and, together with the ADS Offering, the “Offerings”) of US$2,500,000,000 aggregate principal amount of its 0.25% convertible senior notes due 2026 (the “Notes”). In addition, the Company has granted 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, and has granted the underwriters in the Notes Offering a 30-day option to purchase up to an additional US$375,000,000 aggregate principal amount of Notes on the same terms and conditions to cover over-allotments. All of the ADSs to be sold in the ADS Offering are being offered by Sea. Subject to customary conditions, the Offerings are expected to close on September 14, 2021.

The Notes will be senior, unsecured obligations of the Company, bearing interest at a rate of 0.25% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2022. 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. The initial conversion rate of the Notes is 2.0964 ADSs per US$1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately US$477.01 per ADS and represents a conversion premium of approximately 50.0% above the public offering price per ADS in the ADS Offering, which is US$318.00). The conversion rate is subject to adjustment upon the occurrence of certain events. 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.