4//SEC Filing
Pacific Alliance Group Ltd 4
Accession 0001104659-19-032463
CIK 0001564902other
Filed
May 28, 8:00 PM ET
Accepted
May 29, 5:16 PM ET
Size
17.5 KB
Accession
0001104659-19-032463
Insider Transaction Report
Form 4
Pacific Alliance Group Ltd
10% Owner
Transactions
- Sale
Common Shares, par value $0.01 per share
2019-05-27$26.71/sh−5,615,874$149,999,995→ 622,189 total(indirect: See Footnotes) - Sale
Common Shares, par value $0.01 per share
2019-05-27$26.71/sh−13,214,000$352,945,940→ 6,238,063 total(indirect: See Footnotes)
PAG Holdings Ltd
10% Owner
Transactions
- Sale
Common Shares, par value $0.01 per share
2019-05-27$26.71/sh−13,214,000$352,945,940→ 6,238,063 total(indirect: See Footnotes) - Sale
Common Shares, par value $0.01 per share
2019-05-27$26.71/sh−5,615,874$149,999,995→ 622,189 total(indirect: See Footnotes)
PA Eminent Opportunity VI Ltd
10% Owner
Transactions
- Sale
Common Shares, par value $0.01 per share
2019-05-27$26.71/sh−13,214,000$352,945,940→ 6,238,063 total(indirect: See Footnotes) - Sale
Common Shares, par value $0.01 per share
2019-05-27$26.71/sh−5,615,874$149,999,995→ 622,189 total(indirect: See Footnotes)
Transactions
- Sale
Common Shares, par value $0.01 per share
2019-05-27$26.71/sh−5,615,874$149,999,995→ 622,189 total(indirect: See Footnotes) - Sale
Common Shares, par value $0.01 per share
2019-05-27$26.71/sh−13,214,000$352,945,940→ 6,238,063 total(indirect: See Footnotes)
PA Grand Opportunity II Ltd.
10% Owner
Transactions
- Sale
Common Shares, par value $0.01 per share
2019-05-27$26.71/sh−13,214,000$352,945,940→ 6,238,063 total(indirect: See Footnotes) - Sale
Common Shares, par value $0.01 per share
2019-05-27$26.71/sh−5,615,874$149,999,995→ 622,189 total(indirect: See Footnotes)
Footnotes (6)
- [F1]The shares of Common Stock (the "Shares") are held in the name of a security agent (the "Security Agent") on behalf of PA Eminent Opportunity VI Limited ("PA Opportunity VI") and a junior investor (the "Junior Investor").
- [F2]On May 27, 2019, the Security Agent, on behalf of the Reporting Persons, entered into a stock purchase agreement with Hill Path Capital LP and certain of its affiliates pursuant to which the Security Agent agreed to sell 13,214,000 Shares. The transaction is expected to close on or about May 30, 2019, subject to the satisfaction of customary closing conditions.
- [F3]On May 27, 2019, the Security Agent, on behalf of the Reporting Persons, entered into a share repurchase agreement with the Issuer pursuant to which it agreed to sell 5,615,874 Shares. The transaction is expected to close on or about May 30, 2019, subject to the satisfaction of customary closing conditions.
- [F4]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 the 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.
- [F5]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.
- [F6]This Form 4 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).
Documents
Issuer
SeaWorld Entertainment, Inc.
CIK 0001564902
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001684210
Filing Metadata
- Form type
- 4
- Filed
- May 28, 8:00 PM ET
- Accepted
- May 29, 5:16 PM ET
- Size
- 17.5 KB