Sea Group announced on December 10, 2020 its intention to offer 11 million American depositary shares (ADS), which can raise $2.2 billion for the company. Each ADS represents a single Class A ordinary Sea Limited (NYSE: SE) share. All of the depositary shares are solely being offered by Sea Limited in an underwritten public offering.
Aside from the ADS offering, Sea Group also announced the intention to give to the underwriters an option to buy up to 1.65 million additional shares over a 30-day period. This can yield an additional $300 million to $400 million for the company.
In a statement, Sea Group said that it plans to use the net proceeds “for business expansion and other general corporate purposes, including potential strategic investments and acquisitions.”
The company revealed that it chose Goldman Sachs (Asia) LLC and JP Morgan Securities LLC to serve as joint bookrunners for the planned American Depositary Share offering, which will be undertaken with respect to a shelf registration statement on Form F-3ASR.
The F-3ASR shelf registration provision automatically took effect after it was filed with the United States Securities and Exchange Commission (SEC) on the first day of March 2019 (NYC time). Sea Group already completed the necessary paperwork for the planned offering including the filing of the relevant preliminary prospectus supplement and other documents.
Through its official statement about the ADS, Sea Group advised interested parties to read the preliminary and accompanying prospectuses as well as other related documents filed with the US SEC.
Meanwhile, copies of the registration statement may be secured from Goldman Sachs & Co. LLC’s 200 West Street, New York City office and JP Morgan Securities LLC through Broadridge Financial Solutions located at 1155 Long Island Avenue, Edgewood, New York.
Of note, the planned ADS offering was made public only a few days after Sea Group officially obtained a digital bank license from the Monetary Authority of Singapore (MAS). The operation of a digital bank in Singapore is likely one of the strategic investments referred to in the purpose stated by Sea Group in raising cash.
Founded in Singapore a little more than a decade ago, Sea Group is one of the biggest companies in Southeast Asia. Its $55 billion valuation is set to rise even further in the midst of a pandemic-fueled boom in e-commerce and online games. Sea Group is the company behind Shopee, Airpay Limited, and Garena.