Ctrip Group-S (09961) announced the completion of the sale of a total principal amount of $1.5 billion of 2029 convertible senior notes, including initial purchasers' full exercise of their option to purchase an additional $200 million of notes. The notes were sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
Ctrip Group-S (09961) announced the completion of the sale of a total principal amount of $1.5 billion of 2029 convertible preferred securities, including initial purchasers' full exercise of their option to purchase an additional $200 million of securities. The securities were sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
The notes will be the general unsecured debt of the company and will bear interest at a rate of 0.75% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2024. The notes will mature on June 15, 2029, unless repurchased, redeemed or converted in accordance with their terms prior to such date.
The company plans to use the net proceeds of the notes offering to repay existing financial debts, expand overseas business, and meet the operational funding needs.
The initial conversion rate of the securities is 15.0462 American depositary shares per $1,000 principal amount of the notes, each ADS representing one ordinary share of the company, and is equal to an initial conversion price of approximately $66.46 per ADS. The initial conversion price represents a premium of approximately 32.5% over the sale price of $50.16 per ADS on the Nasdaq Global Select Market as of June 4, 2024. The conversion rate of the notes is subject to adjustment upon the occurrence of certain events.
Upon conversion, the principal amount of the notes will be settled in cash. The company will pay in cash a portion of the converted principal amount and may elect to use cash, ADSs or a combination of cash and ADSs to pay any conversion premium in excess of the principal amount. Holders may elect to receive ordinary shares in lieu of any ADSs to be delivered upon conversion, subject to certain conditions and procedures.
In addition, the company repurchased approximately 6 million ordinary shares (in the form of ADSs) in privately negotiated transactions conducted through one or more of the initial purchasers or their affiliates (acting as agents). The repurchased ordinary shares represent approximately 0.92% of the issued and outstanding ordinary shares of the company as of April 30, 2024 and are expected to offset in the aggregate the dilutive effect on the company's ordinary shares (including in the form of ADSs) held by the holders of the notes following conversion, taking into account the method of settlement of the notes.