Wednesday, June 5, 2024 Trip.com Group Limited, a leading travel service provider, has announced the pricing of its US$1.3 billion convertible senior notes due 2029.

The Notes are being offered to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The initial purchasers have an option to buy an additional US$200 million principal amount of the Notes within 13 days of the initial issuance. The Company plans to use the net proceeds for repaying existing debt, expanding its overseas business, and for working capital.

The Notes, which are unsecured, will bear interest at 0.75% per year, payable semiannually on June 15 and December 15, starting December 15, 2024. They will mature on June 15, 2029, unless repurchased, redeemed, or converted earlier.

Noteholders can request repurchase on June 15, 2027, or in case of certain changes, at 100% of the principal amount plus accrued interest. Holders can convert the Notes under specific conditions before the 50th trading day prior to maturity, or at any time thereafter until the third trading day before maturity. The initial conversion rate is 15.

0462 American depositary shares (“ADSs”) per US$1,000 principal amount of the Notes, equivalent to approximately US$66.46 per ADS, a 32.5% premium over the June 4, 2024 closing price of US$50.

16. The rate is subject to adjustment under certain events. Upon conversion, the Company will settle the principal in cash, with the option to settle any excess using cash, ADS.