|
FORM 3
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
OMB APPROVAL
|
| Estimated average burden hours per response... | 0.5 |
|
|
(Print or Type Responses)
|
1. Name and Address of Reporting Person *
|
|
PAG Holdings Ltd |
|
2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2019 |
3. Issuer Name and Ticker or Trading Symbol
SeaWorld Entertainment, Inc. [SEAS]
|
|
C/O 15/F., AIA CENTRAL, 1 CONNAUGHT ROAD CENTRAL |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
_____ Director
|
__X__ 10% Owner
|
|
_____ Officer (give title below)
|
_____ Other (specify below)
|
|
|
|
5. If Amendment, Date Original Filed
(Month/Day/Year)
|
|
HONG KONG, K3 00000 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
|
|
|
Table I - Non-Derivative Securities Beneficially Owned
|
|
1.Title of Security
(Instr. 4)
|
2. Amount of Securities Beneficially Owned
(Instr. 4)
|
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
|
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
|
| Common Stock, par value $0.01 per share | 19,452,063 |
I (1) (2) (3) (4) (5)
| See Footnotes (1) (2) (3) (4) (5) |
|
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year)
|
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
|
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
|
|
Date Exercisable
|
Expiration Date
|
Title
|
Amount or Number of Shares
|
Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
PAG Holdings Ltd
C/O 15/F., AIA CENTRAL
1 CONNAUGHT ROAD CENTRAL
HONG KONG, K3 00000 |
|
X
|
|
|
Pacific Alliance Group Ltd
15/F., AIA CENTRAL
1 CONNAUGHT ROAD CENTRAL
HONG KONG, K3 00000 |
|
X
|
|
|
Pacific Alliance Investment Management Ltd
C/O 15/F., AIA CENTRAL
1 CONNAUGHT ROAD CENTRAL
HONG KONG, K3 00000 |
|
X
|
|
|
PA Grand Opportunity II Ltd.
C/O 15/F., AIA CENTRAL
1 CONNAUGHT ROAD CENTRAL
HONG KONG, K3 00000 |
|
X
|
|
|
PA Eminent Opportunity VI Ltd
C/O 15/F., AIA CENTRAL
1 CONNAUGHT ROAD CENTRAL
HONG KONG, K3 00000 |
|
X
|
|
|
Signatures
| PAG HOLDINGS LIMITED By: /s/ Derek Roy Crane Name: Derek Roy Crane Title: Director | | 05/06/2019 |
| **Signature of Reporting Person | Date |
| PACIFIC ALLIANCE GROUP LIMITED By: /s/ Derek Roy Crane Name: Derek Roy Crane Title: Director | | 05/06/2019 |
| **Signature of Reporting Person | Date |
| PACIFIC ALLIANCE INVESTMENT MANAGEMENT LIMITED By: /s/ Derek Roy Crane Name: Derek Roy Crane Title: Director | | 05/06/2019 |
| **Signature of Reporting Person | Date |
| PA GRAND OPPORTUNITY II LIMITED By: /s/ Derek Roy Crane Name: Derek Roy Crane Title: Director of PAX Secretaries Limited, Sole Director of PA Grand Opportunity II Limited | | 05/06/2019 |
| **Signature of Reporting Person | Date |
| PA EMINENT OPPORTUNITY VI LIMITED By: /s/ Derek Roy Crane Name: Derek Roy Crane Title: Director of PAX Secretaries Limited, Sole Director of PA Eminent Opportunity VI Limited | | 05/06/2019 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The shares of Common Stock (the "Shares") are held in the name of a security agent on behalf of PA Eminent Opportunity VI Limited ("PA Opportunity VI") and a junior investor (the "Junior Investor"). On May 3, 2019 (the "Trigger Date"), PA Opportunity VI completed discussions relating to a default under a security agreement, pursuant to which the Shares were provided as partial security for the repayment of a loan previously made by PA Opportunity VI to a borrower for the acquisition of the Shares. On May 9, 2018, PA Opportunity VI delivered a default notice and took other formal steps to declare a default under such security agreement. |
| (2) | As PA Opportunity VI continued to negotiate with the borrower and certain other obligors under the relevant loan facility for a potential cure to the default until the Trigger Date, PA Opportunity VI did not determine that its right to vote and/or dispose of the pledged Shares, within the meaning of Rule 13d-3(3) under the Securities Exchange Act of 1934, as amended (as applicable and subject to certain limitations set forth in a separate stockholders agreement), would become exercisable until it discontinued such negotiations on the Trigger Date. |
| (3) | PAG Holdings Limited ("PAG Holdings") owns 99.2% of the equity interests in Pacific Alliance Group Limited ("PAG Limited"), each a company organized under the laws of Cayman Islands. PAG Limited owns 90.0% of the equity interests in Pacific Alliance Investment Management Limited ("Pacific Alliance Investment Management"), a company organized under the laws of Cayman Islands, acting as the investment manager of Pacific Alliance Asia Opportunity Fund L.P. and PAG Asia Loan Fund II L.P, each a limited exempted partnership established under the laws of the Cayman Islands. Pacific Alliance Asia Opportunity Fund L.P. and PAG Asia Loan Fund II L.P. own 50.0% and 23.3% of the equity interests, respectively, in PA Grand Opportunity II Limited ("PA Opportunity II"), a company organized under the laws of British Virgin Islands. |
| (4) | PA Opportunity II owns 100.0% of the equity interests of PA Opportunity VI, a company organized under the laws of British Virgin Islands. Therefore, the Shares may be deemed to be beneficially owned by PAG Holdings, PAG Limited, Pacific Alliance Investment Management, PA Opportunity II and PA Opportunity VI. |
| (5) | This Form 3 is jointly filed by (i) PAG Holdings, (ii) PAG Limited, (iii) Pacific Alliance Investment Management, (iv) PA Opportunity II and (v) PA Opportunity VI. Each of the reporting persons hereunder disclaims beneficial ownership of the Shares except to the extent of its pecuniary interest therein. The Security Agent does not have discretionary authority over the Shares; the Junior Investor has certain limited discretionary authority over the Shares, but will not have the power to vote or dispose of the Shares until the debt owed to PA Opportunity VI that is secured by the Shares is fully discharged (assuming the Security Agent still holds the Shares at that time). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
|
