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