Sun Wise (UK) Co., Ltd entered into a stock purchase agreement to acquire 21% stake in SeaWorld Entertainment, Inc. (NYSE:SEAS) from Blackstone Capital Partners V, L.P. of The Blackstone Group L.P. (NYSE:BX) for approximately $450 million on March 24, 2017. Under the terms of deal, Sun Wise will acquire 19.5 million shares at $23 per share. Sun Wise has deposited $50 million in an escrow account, which would be released at closing. Consideration is subject to adjustment. Post-acquisition, Sun Wise will own 21% stake and Blackstone will not own any stake in SeaWorld. Post-acquisition, SeaWorld will increase the size of its Board from 10 directors to 11 directors and Zhonghong Group, parent of Sun Wise (UK) executives Yoshikazu Maruyama and Yongli Wang will join the SeaWorld's Board. In connection with deal, Peter Wallace is expected to resign from SeaWorld's Board of Director and Blackstone will no longer hold any seats on SeaWorld's Board.

Deal is subject to approval from Committee on Foreign Investment in the United States and expiration of waiting period (and any extension thereof) under the HSR Act. Deal is also subject to resignation of each member of the Board of Directors of the SeaWorld nominated by the Blackstone Group or any Blackstone Entity. SeaWorld Entertainment has established a special committee of disinterested directors. The transaction is expected to close in the second quarter of 2017. Citibank, N.A. acted as escrow agent in the transaction. Robert A. Miller, Jr., Rick Jantz, Stanislav Kalminsky, Jia Yan, David S. Wang, Steve Harris, Larry Levendosky, Jennifer Hildebrandt, Scott Carlson, Karen Wong and Matthew Poxon of Paul Hastings LLP acted as legal advisor to Zhonghong Zhuoye Group, parent of Sun Wise. Wilson S. Neely, Brian M. Stadler, Ravi Purushotham, Isaac Gruber, Shaolin Luo, Amy Liu, Gary Mandel, Sophie Staples and Peter Thomas of Simpson Thacher & Bartlett LLP acted as legal advisors to The Blackstone Group. Centerview Partners LLC acted as the financial advisor to Zhonghong Group, parent of Sun Wise (UK) Co., Ltd. Cathy Birkeland of Latham & Watkins LLP acted as legal advisor for SeaWorld Entertainment. Lazard acted as financial advisor to SeaWorld Entertainment Inc.