Exhibit 99.1
Trip.com Group Prices Offering of Exchangeable Senior Notes
SHANGHAI, July 13, 2020 — Trip.com Group Limited (Nasdaq: TCOM) (“Trip.com Group” or the “Company”), a leading provider of online travel and related services, including accommodation reservation, transportation ticketing, packaged-tour and in-destination services, corporate travel management, and other travel-related services, today announced the pricing of US$500 million in aggregate principal amount of exchangeable senior notes due 2027 (the “Notes”). The Notes were offered in offshore transactions outside the United States to certain non-U.S. persons in compliance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”) (the “Notes Offering”). The Notes will be exchangeable, at the option of the holders and subject to certain conditions, into cash, American depositary shares (“Huazhu ADSs”) of Huazhu Group Limited (Nasdaq: HTHT) (“Huazhu”), each representing as of the date of this press release one ordinary share of Huazhu, par value $0.0001 per share, or a combination of cash and Huazhu ADSs, at the Company’s election subject to certain conditions. The initial exchange rate of the Notes will be 24.7795 Huazhu ADSs per US$1,000 principal amount of Notes (which is equivalent to an initial exchange price of approximately US$40.36 per Huazhu ADS and represents an approximately 20% exchange premium over the last reported sale price of the Huazhu ADSs on The Nasdaq Global Select Market on July 13, 2020, which was US$33.63 per Huazhu ADS).
The Notes will bear interest at a rate of 1.50% per year, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2021. The Notes will mature on July 1, 2027, unless repurchased, redeemed, or exchanged 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 each of July 1, 2023 and July 1, 2025 at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date. In addition, the Company may redeem the Notes subject to certain conditions.
The Company plans to use the net proceeds from the Notes Offering for general corporate purposes, including repayment of any existing financial indebtedness.
The Company expects to close the Notes Offering on or about July 20, 2020, subject to the satisfaction of customary closing conditions.
The Notes, the Huazhu ADSs deliverable upon exchange of the Notes, if any, and the ordinary shares of Huazhu represented thereby have not been registered under the Securities Act or any other applicable securities laws. They may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act) unless the Notes are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any 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.
