Trip.com Group proposes $1.3 billion convertible notes offering

Trip.com Group Limited, a leading travel service provider, has revealed plans for a significant financial move by proposing an offering of US$1.3 billion in convertible senior notes due 2029. This strategic decision is subject to market conditions and is exclusively available to qualified institutional buyers.

The purpose behind this Notes Offering is to utilize the net proceeds for a variety of objectives. These include the repayment of existing debts, expansion of overseas operations, and meeting the company's working capital requirements.

The Notes, which will be general unsecured obligations of the Company, are scheduled to mature on June 15, 2029. Holders of the Notes will have the option to demand the Company to repurchase them on specific dates or in the event of certain fundamental changes. Furthermore, the Notes will be convertible under specific conditions, with the Company having the flexibility to settle the conversion consideration using cash, American depositary shares (ADSs), or a combination of both.

In conjunction with the Notes Offering, Trip.com Group also intends to repurchase a number of its ADSs to assist initial hedges by purchasers of the Notes. This repurchase will be financed by cash on hand and aims to counteract potential dilution to holders of the Company's ordinary shares upon conversion of the Notes.

It is crucial to highlight that the Notes, ADSs, and ordinary shares are not registered under the Securities Act and can only be offered to qualified institutional buyers. Prospective purchasers of the Notes may engage in activities like convertible arbitrage strategies, which could influence the market prices of the Company's securities.

The proposed $1.3 billion convertible notes offering by Trip.com Group Limited signifies a strategic financial move aimed at strengthening the company's financial position and supporting its growth initiatives. This development underscores the company's commitment to enhancing its global presence and optimizing its capital structure to drive long-term value for its stakeholders.