Ctrip.com (CTRP) Proposes Aggregate $750M Conv. Senior Notes Offering

September 6, 2016 9:16 AM EDT

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Ctrip.com International, Ltd. (Nasdaq: CTRP) announced that it proposes to offer up to US$750 million in aggregate principal amount of convertible senior notes due 2022 (the "Notes") (the "Notes Offering"). The conversion rate and other terms of the Notes have not been finalized and will be determined at the time of pricing of the Notes Offering. The Company intends to grant the initial purchasers in the Notes Offering a 30-day option to purchase up to an additional US$112.5 million principal amount of the Notes solely to cover over-allotments, if any.

The Company also commenced a concurrent offering of 22,500,000 American depositary shares (the "ADSs"), each representing 0.125 of an ordinary share of the Company (the "ADS Offering"). The Company intends to grant the underwriters in the ADS Offering a 30-day option to purchase up to an additional 3,375,000 ADSs 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 offerings are subject to market conditions and other factors.

Concurrently with, and subject to, the completion of the Notes Offering, one of Ctrip's major strategic shareholders ("Strategic Shareholder"), through one of its subsidiaries, has agreed to purchase from Ctrip US$25 million aggregate principal amount of convertible notes due 2022. The Company's concurrent issuance and sale of convertible notes to the Strategic Shareholder 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, as amended (the "Securities Act").

In addition, concurrently with, and subject to, the completion of the ADS Offering, each of Baidu Inc. ("Baidu"), Ctrip's existing shareholder, and the Strategic Shareholder through their respective subsidiaries, has agreed to purchase from Ctrip US$100 million and US$25 million, respectively, of Ctrip's ordinary shares at a price per share equal to the price of the ADS Offering adjusted to reflect the ADS-to-ordinary share ratio. The Company's concurrent issuance and sale of ordinary shares to Baidu and the Strategic Shareholder is being made in private placements pursuant to exemptions from registration with the SEC under Regulation S and Section 4(a)(2) of the Securities Act, respectively.

The Notes will be convertible into Ctrip's ADSs, at the option of the holders, in integral multiples of US$1,000 principal amount, at any time prior to the close of business on the second 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 the 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 Company plans to use the net proceeds from the Notes Offering and the concurrent private placement of convertible notes to the Strategic Shareholder for organic growth of Ctrip's business, acquisitions of and investments in complementary businesses and assets, and other general corporate purposes.

The Notes, the ADSs deliverable upon conversion of the Notes and the ordinary shares represented thereby have not been registered under the Securities Act of 1933, 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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