Ctrip.com (CTRP) Prices Larger 28.5M Offering at $45.96/ADS

September 7, 2016 9:09 AM EDT

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Ctrip.com International, Ltd. (Nasdaq: CTRP) announced the pricing of 28,500,000 American depositary shares (ADSs), each representing 0.125 of an ordinary share (the "ADS Offering"), at US$45.96 per ADS. Ctrip has granted the underwriters in the ADS Offering a 30-day option to purchase up to an addition 4,275,000 ADSs to cover over-allotments, if any.

(*** Note: The company was originally offering 22,500,000 American depositary shares.)

The Company also priced the concurrent offering of US$900 million in aggregate principal amount of convertible senior notes due 2022 (the "Notes") (the "Notes Offering"). Ctrip has granted the initial purchasers in the Notes Offering a 30-day option to purchase up to an additional US$75 million aggregate principal amount of the Notes. The closing of the ADS Offering is not contingent upon the closing of the Notes Offering, and the closing of the Notes Offering is not contingent upon the closing of the ADS Offering.

J.P. Morgan Securities LLC and Morgan Stanley & Co. International plc are acting as the joint book-running managers for the ADS Offering.

Concurrently with, and subject to, the completion of the ADS Offering, the Company will close private placements of Ctrip's ordinary shares with the respective subsidiaries of Baidu, Inc. ("Baidu") and The Priceline Group Inc. ("Priceline"), Ctrip's existing shareholders, at an aggregate investment amount of US$100 million and US$25 million, respectively. The Company's concurrent issuance and sale of ordinary shares to Baidu and Priceline is being made in a private placement pursuant to an exemption from registration with the U.S. Securities and Exchange Commission (the "SEC") under Regulation S and Section 4(a)(2) of the Securities Act, as amended (the "Securities Act"), respectively.

Concurrently with, and subject to, the completion of the Notes Offering, the Company will close a private placement of US$25 million aggregate principal amount of convertible notes due 2022 with a subsidiary of Priceline. The Company's concurrent issuance and sale of convertible notes to Priceline is being made in a private placement pursuant to an exemption from registration with the SEC under Section 4(a)(2) of the Securities Act.

The Company plans to use the net proceeds from the ADS Offering and the concurrent private placement of ordinary shares to Baidu and Priceline for organic growth of Ctrip's business, acquisitions of and investments in complementary businesses and assets, and other general corporate purposes.

The Company expects to close the ADS Offering and the concurrent private placement of ordinary shares on or about September 12, 2016, subject to the satisfaction of customary closing conditions.

The ADS Offering is being made only by means of a prospectus supplement and an accompanying prospectus included in a registration statement on Form F-3 filed with the SEC on December 9, 2015, which automatically became effective upon filing. Copies of the prospectus supplement and the accompanying prospectus relating to the ADS Offering may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Ave., Edgewood, NY 11717, Attention: Prospectus Library, 866-803-9204, and Morgan Stanley, Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY, 10014.



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