Trip.com Group Completes $1.5 Billion Notes Offering for Growth and Expansion

Saturday, June 8, 2024

Trip.com Group Limited. (“Trip.com Group” or the “Company”), a top-tier travel service provider specializing in accommodation reservations, transportation ticketing, packaged tours, and corporate travel management, has announced the successful completion of its US$1.5 billion convertible senior notes offering due 2029 (the “Notes Offering”). This total includes an additional US$200 million purchased by the initial buyers. The Notes were offered to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”).

The Company intends to allocate the net proceeds from this Notes Offering towards repaying existing financial debt, expanding its international business, and addressing working capital requirements.

These Notes will be general unsecured obligations of the Company, carrying an annual interest rate of 0.75%, payable semiannually on June 15 and December 15, starting December 15, 2024. The Notes will mature on June 15, 2029, unless they are repurchased, redeemed, or converted earlier.

The initial conversion rate of the Notes is 15.0462 American depositary shares (“ADSs”) per US$1,000 principal amount, translating to an initial conversion price of approximately US$66.46 per ADS. Each ADS represents one ordinary share of the Company.

The Notes, ADSs upon conversion, and the underlying ordinary shares have not been registered under the Securities Act or any state securities laws and cannot be offered or sold in the United States or to U.S. persons unless through qualified institutional buyers under Rule 144A.

This announcement does not constitute an offer to sell or the solicitation of an offer to purchase these securities, nor will there be any sale of these securities in any state or jurisdiction where such an offer, solicitation, or sale would be illegal.