SINGAPORE, June 4, 2024
/PRNewswire/ -- Trip.com Group Limited (Nasdaq: TCOM; HKEX:
9961) ("Trip.com Group" or the "Company"), a leading one-stop
travel service provider of accommodation reservation,
transportation ticketing, packaged tours, and corporate travel
management, today announced the pricing of its previously announced
offering (the "Notes Offering") of US$1.3
billion in aggregate principal amount of convertible senior
notes due 2029 (the "Notes"). The Notes have been offered to
persons reasonably believed to be qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"). The Company has granted the initial
purchasers in the Notes Offering an option to purchase up to an
additional US$200 million principal
amount of the Notes, exercisable for settlement within a 13-day
period beginning on, and including, the date on which the Notes are
first issued.
The Company plans to use the net proceeds from the Notes
Offering for repayment of existing financial indebtedness,
expansion of its overseas business, and working capital needs.
Terms of the Notes Offering
The Notes will be general unsecured obligations of the Company
and bear interest at a rate of 0.75% per year, payable semiannually
in arrears on June 15 and
December 15 of each year, beginning
on December 15, 2024. The Notes will
mature on June 15, 2029 unless
repurchased, redeemed, or converted in accordance with their terms
prior to such date. Holders of the Notes may require the Company to
repurchase all or part of their Notes for cash on June 15, 2027 or in the event of certain
fundamental changes, in each case, at a repurchase price equal to
100% of the principal amount of the Notes to be repurchased
plus accrued and unpaid interest, if any, to, but excluding,
the repurchase date.
Prior to the close of business on the business day immediately
preceding the 50th scheduled trading day before the maturity date,
the Notes will be convertible at the option of the holders only
upon satisfaction of certain conditions and during certain periods.
On or after the 50th scheduled trading day before the maturity date
until the close of business on the third scheduled trading day
immediately preceding the maturity date, holders may convert their
Notes at their option at any time. The initial conversion rate of
the Notes is 15.0462 American depositary shares ("ADSs"), each
currently representing one ordinary share of the Company, per
US$1,000 principal amount of the
Notes, which is equivalent to an initial conversion price of
approximately US$66.46 per ADS and
represents an approximately 32.5%
conversion premium over the closing
price of the Company's ADSs on the Nasdaq on
June 4, 2024, which was US$50.16 per ADS. The conversion rate of the
Notes is subject to adjustment upon the occurrence of certain
events.
The Notes contemplate cash-par settlement upon conversion. Upon
conversion, the Company will pay cash up to the aggregate principal
amount of the Notes being converted and have the right to elect to
settle the conversion consideration for amounts in excess of the
aggregate principal amount using cash, ADSs, or a combination of
cash and ADSs. Holders may elect to receive ordinary shares in lieu
of any ADSs deliverable upon conversion, subject to certain
conditions and procedures.
In addition, the Company may redeem for cash all but not part of
the Notes in the event of certain changes in the tax laws or if
less than 10% of the aggregate principal amount of the Notes
originally issued remains outstanding at such time, in each case,
at a redemption price equal to 100% of the principal amount of the
Notes to be redeemed, plus accrued and unpaid interest, if
any, to, but excluding, the related redemption date. Any redemption
may occur only prior to the 50th scheduled trading day immediately
preceding the maturity date.
Concurrent Repurchase
Concurrently with the pricing of the Notes Offering,
the Company plans to repurchase approximately 6.0 million ADSs in
an aggregate amount of approximately US$300
million pursuant to its existing share repurchase plans in
off-market privately negotiated transactions effected through one
or more of the initial purchasers or their affiliates as its agent,
at a price per ADS equal to US$50.16,
the last reported sale price per ADS on the Nasdaq on June 4, 2024 (the "Concurrent
Repurchase"). The Concurrent Repurchase is expected to
facilitate the initial hedges by purchasers of the Notes who desire
to hedge their investments in the Notes.
The Concurrent Repurchase will be funded by cash on hand, and is
generally expected to offset some of the potential dilution to the
holders of the Company's ordinary shares (including ordinary shares
represented by ADSs) upon conversion of the Notes, taking into the
account the settlement method of the Notes.
Other Matters
Any repurchase activities of the Company, whether concurrently
with the pricing of the Notes or otherwise pursuant to its share
repurchase plans, could increase, or reduce the magnitude of any
decrease in, the market price of the ADSs and ordinary shares and
the price of the Notes.
The Company expects that potential purchasers of the Notes may
employ a convertible arbitrage strategy to hedge their exposure in
connection with the Notes. Any such activities by potential
purchasers of the Notes following the pricing of the Notes and
prior to the maturity date could affect the market price of the
ADSs and ordinary shares and the trading price of the Notes. The
effect, if any, of the activities described in this paragraph,
including the direction or magnitude, on the market price of the
ADSs and ordinary shares and the trading price of the Notes will
depend on a variety of factors, including market conditions, and
cannot be ascertained at this time.
The Notes, the ADSs deliverable upon conversion of the Notes, if
any, and the ordinary shares represented thereby or deliverable
upon conversion of the Notes in lieu thereof have not been
registered under the Securities Act, or any state securities laws.
They may not be offered or sold within the United States or to U.S. persons, except
to qualified institutional buyers in reliance on the exemption from
registration provided by Rule 144A under the Securities Act.
The Company expects to close the Notes Offering on or about
June 7, 2024, subject to the
satisfaction of customary closing conditions.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase any of these securities, nor
shall there be a sale of the securities in any state or
jurisdiction in which such an offer, solicitation, or sale would be
unlawful.
This press release contains information about the pending Notes
Offering, and there can be no assurance that the Notes Offering
will be completed.
Safe Harbor Statement
This press release contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"may," "will," "expect," "anticipate," "future," "intend," "plan,"
"believe," "estimate," "is/are likely to," "confident," or other
similar statements. Forward-looking statements involve inherent
risks and uncertainties. A number of important factors could cause
actual results to differ materially from those contained in any
forward-looking statement. Potential risks and uncertainties
include, but are not limited to, severe or prolonged downturn in
the global or Chinese economy, general declines or disruptions in
the travel industry, volatility in the trading price of Trip.com
Group's ADSs or ordinary shares, Trip.com Group's reliance on its
relationships and contractual arrangements with travel suppliers
and strategic alliances, failure to compete against new and
existing competitors, failure to successfully manage current growth
and potential future growth, risks associated with any strategic
investments or acquisitions, seasonality in the travel industry in
the relevant jurisdictions where Trip.com Group operates, failure
to successfully develop Trip.com Group's existing or future
business lines, damage to or failure of Trip.com Group's
infrastructure and technology, loss of services of Trip.com Group's
key executives, adverse changes in economic and business conditions
in the relevant jurisdictions where Trip.com Group operates, any
regulatory developments in laws, regulations, rules, policies, or
guidelines applicable to Trip.com Group and other risks outlined in
Trip.com Group's filings with the U.S. Securities and Exchange
Commission or The Stock Exchange of Hong Kong Limited. All
information provided in this press release and in the attachments
is as of the date of the issuance, and Trip.com Group does not
undertake any obligation to update any forward-looking statement,
except as required under applicable law.
About Trip.com Group Limited
Trip.com Group Limited (Nasdaq: TCOM; HKEX: 9961) is a leading
global one-stop travel platform, integrating a comprehensive suite
of travel products and services and differentiated travel content.
It is the go-to destination for travelers in China, and increasingly for travelers around
the world, to explore travel, get inspired, make informed and
cost-effective travel bookings, enjoy hassle-free on-the-go
support, and share travel experience. Founded in 1999 and listed on
Nasdaq in 2003 and HKEX in 2021, the Company currently operates
under a portfolio of brands, including Ctrip, Qunar, Trip.com, and
Skyscanner, with the mission "to pursue the perfect trip for a
better world."
For further information, please contact:
Investor Relations
Trip.com Group Limited
Tel: +86 (21) 3406-4880 × 12229
Email: iremail@trip.com
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SOURCE Trip.com Group Limited