0001104659-19-027204.txt : 20190506
0001104659-19-027204.hdr.sgml : 20190506
20190506171905
ACCESSION NUMBER: 0001104659-19-027204
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190503
FILED AS OF DATE: 20190506
DATE AS OF CHANGE: 20190506
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PAG Holdings Ltd
CENTRAL INDEX KEY: 0001740853
STATE OF INCORPORATION: E9
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35883
FILM NUMBER: 19800372
BUSINESS ADDRESS:
STREET 1: PO BOX 472, 2ND FLOOR, HARBOUR PLACE
STREET 2: 103 SOUTH CHURCH STREET
CITY: GEORGE TOWN, GRAND CAYMAN
STATE: E9
ZIP: KY1-1106
BUSINESS PHONE: 852 3719 3338
MAIL ADDRESS:
STREET 1: C/O 15/F., AIA CENTRAL
STREET 2: 1 CONNAUGHT ROAD CENTRAL
CITY: HONG KONG
STATE: K3
ZIP: 00000
FORMER NAME:
FORMER CONFORMED NAME: PAG Holdings
DATE OF NAME CHANGE: 20180515
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pacific Alliance Group Ltd
CENTRAL INDEX KEY: 0001684210
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35883
FILM NUMBER: 19800373
BUSINESS ADDRESS:
STREET 1: PO BOX 472, 2ND FLOOR, HARBOUR PLACE
STREET 2: 103 SOUTH CHURCH STREET
CITY: GEORGE TOWN, GRAND CAYMAN
STATE: E9
ZIP: KY1-1106
BUSINESS PHONE: 1 (345) 949-0699
MAIL ADDRESS:
STREET 1: 15/F., AIA CENTRAL
STREET 2: 1 CONNAUGHT ROAD CENTRAL
CITY: HONG KONG
STATE: K3
ZIP: 00000
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pacific Alliance Investment Management Ltd
CENTRAL INDEX KEY: 0001741119
STATE OF INCORPORATION: E9
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35883
FILM NUMBER: 19800374
BUSINESS ADDRESS:
STREET 1: PO BOX 472, 2ND FLOOR, HARBOUR PLACE
STREET 2: 103 SOUTH CHURCH STREET
CITY: GEORGE TOWN, GRAND CAYMAN
STATE: E9
ZIP: KY1-1106
BUSINESS PHONE: 852 3719 3338
MAIL ADDRESS:
STREET 1: C/O 15/F., AIA CENTRAL
STREET 2: 1 CONNAUGHT ROAD CENTRAL
CITY: HONG KONG
STATE: K3
ZIP: 00000
FORMER NAME:
FORMER CONFORMED NAME: Pacific Alliance Investment Management
DATE OF NAME CHANGE: 20180517
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PA Grand Opportunity II Ltd.
CENTRAL INDEX KEY: 0001740860
STATE OF INCORPORATION: D8
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35883
FILM NUMBER: 19800375
BUSINESS ADDRESS:
STREET 1: COMMENCE CHAMBERS
STREET 2: P.O. BOX 2208
CITY: ROAD TOWN, TORTOLA
STATE: D8
ZIP: 00000
BUSINESS PHONE: 852 3719 3338
MAIL ADDRESS:
STREET 1: C/O 15/F., AIA CENTRAL
STREET 2: 1 CONNAUGHT ROAD CENTRAL
CITY: HONG KONG
STATE: K3
ZIP: 00000
FORMER NAME:
FORMER CONFORMED NAME: PA Grand Opportunity II Ltd
DATE OF NAME CHANGE: 20180518
FORMER NAME:
FORMER CONFORMED NAME: PA Opportunity II
DATE OF NAME CHANGE: 20180515
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PA Eminent Opportunity VI Ltd
CENTRAL INDEX KEY: 0001741007
STATE OF INCORPORATION: D8
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35883
FILM NUMBER: 19800376
BUSINESS ADDRESS:
STREET 1: COMMENCE CHAMBERS
STREET 2: P.O. BOX 2208
CITY: ROAD TOWN, TORTOLA
STATE: D8
ZIP: 00000
BUSINESS PHONE: 852 3719 3338
MAIL ADDRESS:
STREET 1: C/O 15/F., AIA CENTRAL
STREET 2: 1 CONNAUGHT ROAD CENTRAL
CITY: HONG KONG
STATE: K3
ZIP: 00000
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SeaWorld Entertainment, Inc.
CENTRAL INDEX KEY: 0001564902
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990]
IRS NUMBER: 271220297
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 9205 SOUTH PARK CENTER LOOP
STREET 2: SUITE 400
CITY: ORLANDO
STATE: FL
ZIP: 32819
BUSINESS PHONE: (407) 226-5011
MAIL ADDRESS:
STREET 1: 9205 SOUTH PARK CENTER LOOP
STREET 2: SUITE 400
CITY: ORLANDO
STATE: FL
ZIP: 32819
3
1
a3.xml
3
X0206
3
2019-05-03
0
0001564902
SeaWorld Entertainment, Inc.
SEAS
0001740853
PAG Holdings Ltd
C/O 15/F., AIA CENTRAL
1 CONNAUGHT ROAD CENTRAL
HONG KONG
K3
00000
HONG KONG
0
0
1
0
0001684210
Pacific Alliance Group Ltd
15/F., AIA CENTRAL
1 CONNAUGHT ROAD CENTRAL
HONG KONG
K3
00000
HONG KONG
0
0
1
0
0001741119
Pacific Alliance Investment Management Ltd
C/O 15/F., AIA CENTRAL
1 CONNAUGHT ROAD CENTRAL
HONG KONG
K3
00000
HONG KONG
0
0
1
0
0001740860
PA Grand Opportunity II Ltd.
C/O 15/F., AIA CENTRAL
1 CONNAUGHT ROAD CENTRAL
HONG KONG
K3
00000
HONG KONG
0
0
1
0
0001741007
PA Eminent Opportunity VI Ltd
C/O 15/F., AIA CENTRAL
1 CONNAUGHT ROAD CENTRAL
HONG KONG
K3
00000
HONG KONG
0
0
1
0
Common Stock, par value $0.01 per share
19452063
I
See Footnotes
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.
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.
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.
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.
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).
PAG HOLDINGS LIMITED By: /s/ Derek Roy Crane Name: Derek Roy Crane Title: Director
2019-05-06
PACIFIC ALLIANCE GROUP LIMITED By: /s/ Derek Roy Crane Name: Derek Roy Crane Title: Director
2019-05-06
PACIFIC ALLIANCE INVESTMENT MANAGEMENT LIMITED By: /s/ Derek Roy Crane Name: Derek Roy Crane Title: Director
2019-05-06
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
2019-05-06
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
2019-05-06