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Filing Details

Accession Number:: 0001104659-19-032463
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-05-29 17:16:49
Reporting Period:: 2019-05-27

Accepted Time:: 2019-05-29 17:16:49
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1564902	Seaworld Entertainment Inc.	SEAS	Services-Miscellaneous Amusement & Recreation (7990)	271220297

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1684210	Ltd Group Alliance Pacific	C/O 15/F., Aia Central 1 Connaught Road Central Hong Kong K3 00000	No	No	Yes	No
1740853	Ltd Holdings Pag	C/O 15/F., Aia Central 1 Connaught Road Central Hong Kong K3 00000	No	No	Yes	No
1740860	Ltd. Ii Opportunity Grand Pa	C/O 15/F., Aia Central 1 Connaught Road Central Hong Kong K3 00000	No	No	Yes	No
1741007	Ltd Vi Opportunity Eminent Pa	C/O 15/F., Aia Central 1 Connaught Road Central Hong Kong K3 00000	No	No	Yes	No
1741119	Ltd Management Investment Alliance Pacific	C/O 15/F., Aia Central 1 Connaught Road Central Hong Kong K3 00000	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares, Par Value $0.01 Per Share	Disposition	2019-05-27	13,214,000	$26.71	6,238,063	No	4	S	Indirect	See Footnotes
Common Shares, Par Value $0.01 Per Share	Disposition	2019-05-27	5,615,874	$26.71	622,189	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Footnotes

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").
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.
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.
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.
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 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).