Ctrip.com (CTRP) Prices Offering of Convertible Senior Notes

September 7, 2016 9:10 AM EDT

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Ctrip.com International, Ltd. (Nasdaq: CTRP), a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours and corporate travel management in China ("Ctrip" or the "Company"), today announced the pricing of US$900 million in aggregate principal amount of convertible senior notes due 2022 (the "Notes"). The Notes were offered to qualified institutional buyers pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), and certain non-U.S. persons in compliance with Regulation S under the Securities Act. The Company has granted the initial purchasers a 30-day option to purchase up to an additional US$75 million principal amount of the Notes solely to cover over-allotments, if any. The Notes will be convertible into Ctrip's American depositary shares ("ADSs"), each representing as of the date of this press release 0.125 of an ordinary share of Ctrip, at the option of the holders, based on an initial conversion rate of 15.2688 of the Company's ADSs per US$1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately US$65.49 per ADS and represents an approximately 42.5% conversion premium over the closing trading price of the Company's ADSs on September 6, 2016, which was US$45.96 per ADS).

The Company also priced the concurrent offering of 28,500,000 ADSs (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 additional 4,275,000 ADSs in connection with the ADS Offering to cover over-allotments, if any. The closing of the Notes Offering is not contingent upon the closing of the ADS Offering, and the closing of the ADS Offering is not contingent upon the closing of the Notes Offering.

The conversion rate for the Notes is subject to adjustment upon the occurrence of certain events. Holders of the Notes may convert their Notes, at their option, in integral multiples of US$1,000 principal amount, at any time prior to the close of business on the business day immediately preceding the maturity date. Ctrip will not have the right to redeem the Notes prior to maturity except in the event of certain tax law changes. Holders of the Notes will have the right to require the Company to repurchase for cash all or part of their Notes on September 15, 2019, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

The Notes will bear interest at a rate of 1.25% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2017. The Notes will mature on September 15, 2022, unless previously repurchased, redeemed or converted in accordance with their terms prior to such date.

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 The Priceline Group Inc. ("Priceline"), Ctrip's existing shareholder. 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 U.S. Securities and Exchange Commission (the "SEC") under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act").

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 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 SEC under Regulation S and Section 4(a)(2) of the Securities Act, respectively.

The Company plans to use the net proceeds from the Notes Offering and the concurrent private placement of convertible notes to 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 Notes Offering and the concurrent private placement of convertible notes to Priceline on or about September 12, 2016, subject to the satisfaction of customary closing conditions.

The Notes, the ADSs deliverable upon conversion of the Notes and the ordinary shares represented thereby, have not been registered under the Securities Act or any state securities laws. They may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act.



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