Tender Offer Statement by Issuer (sc To-i)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

HUAZHU GROUP LIMITED

(Name of Subject Company (Issuer))

Huazhu Group Limited

(Name of Filing Person (Offeror))

0.375% Convertible Senior Notes due 2022

(Title of Class of Securities)

16949N AC3

(CUSIP Number of Class of Securities)

Teo Nee Chuan

Chief Financial Officer

No. 699 Wuzhong Road

Minhang District

Shanghai 201103

People’s Republic of China

+86 (21) 6195-2011

with copy to:

Shuang Zhao

Cleary Gottlieb Steen & Hamilton LLP

37th Floor, Hysan Place

500 Hennessy Road, Causeway Bay

Hong Kong

(852) 2532-3783

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)

CALCULATION OF FILING FEE

Transaction Valuation		Amount of Filing Fee
US$474,992,000(1)		US$61,654(2)

(1)	Calculated solely for purposes of determining the filing fee. The purchase price of the 0.375% Convertible Senior Notes due 2022 (the “Notes”), as described herein, is US$1,000 per US$1,000 principal amount outstanding, plus any accrued and unpaid interest to, but excluding the repurchase date. As of September 28, 2020, there was US$474,992,000 aggregate principal amount of Notes outstanding, resulting in an aggregate maximum purchase price of US$474,992,000 (excluding accrued but unpaid interest).

(2)	The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals US$129.80 for each US$1,000,000 of the value of the transaction.

o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Not applicable		Filing Party:	Not applicable
Form or Registration No.:	Not applicable		Date Filed:	Not applicable

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o	third-party tender offer subject to Rule 14d-1.
x	issuer tender offer subject to Rule 13e-4.
o	going-private transaction subject to Rule 13e-3.
o	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
o	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

INTRODUCTORY STATEMENT

As required by, pursuant to the terms of and subject to the conditions set forth in the Indenture dated as of November 3, 2017 (the “Indenture”), by and between Huazhu Group Limited (formerly known as China Lodging Group, Limited) (the “Company”) and Wilmington Trust, National Association, as trustee and paying agent (respectively, the “Trustee” and the “Paying Agent”), for the Company’s 0.375% Convertible Senior Notes due 2022 (the “Notes”), this Tender Offer Statement on Schedule TO (“Schedule TO”) is filed by the Company with respect to the right of each holder (the “Holder”) of the Notes to sell and the obligation of the Company to purchase the Notes, as set forth in the Company’s Put Right Notice to the Holders dated September 30, 2020 (the “Put Right Notice”) and the related notice materials filed as exhibits to this Schedule TO (which Put Right Notice and related notice materials, as amended or supplemented from time to time, collectively constitute the “Put Option”).

This Schedule TO is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934 (the “Exchange Act”).

ITEMS 1 through 9.

The Company is the issuer of the Notes and is obligated to purchase all of the Notes if properly tendered by the Holders under the terms and subject to the conditions set forth in the Put Option. The Notes are convertible into the Company’s American depositary shares (“ADSs”), each representing one ordinary share, par value US$0.0001 per share of the Company, subject to the terms, conditions and adjustments specified in the Indenture and the Notes. The Company maintains its principal executive offices at No. 699 Wuzhong Road, Minhang District, Shanghai 201103, People’s Republic of China, and the telephone number at this address is +86 (21) 6195-2011. The Company’s registered office in the Cayman Islands is located at the offices of Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

As permitted by General Instruction F to Schedule TO, all of the information set forth in the Put Option is incorporated by reference into this Schedule TO.

ITEM 10. FINANCIAL STATEMENTS.

	(a)	Pursuant to Instruction 2 to Item 10 of Schedule TO, the Company’s financial condition is not material to a Holder’s decision whether to put the Notes to the Company because (i) the consideration being paid to Holders surrendering Notes consists solely of cash, (ii) the Put Option is not subject to any financing conditions, (iii) the Put Option applies to all outstanding Notes, and (iv) the Company is a public reporting company under the Exchange Act that files reports electronically on EDGAR. The financial condition and results of operations of the Company and its subsidiaries are reported electronically on EDGAR on a consolidated basis.

	(b)	Not applicable.

ITEM 11. ADDITIONAL INFORMATION.

	(a)	Not applicable.

	(c)	Not applicable.

ITEM 12. EXHIBITS.

	(a)(1)*	Put Right Notice to Holders of 0.375% Convertible Senior Notes due 2022 issued by Huazhu Group Limited (formerly known as China Lodging Group, Limited), dated September 30, 2020.

	(a)(5)*	Press release issued by the Company, dated September 30, 2020.

	(b)	Not applicable.

	(d)(1)	Indenture, dated November 3, 2017, between the Company and Wilmington Trust, National Association, as trustee, incorporated by reference to Exhibit 4.31 to the Company’s annual report on Form 20-F (File No. 001-34656) filed with the Securities and Exchange Commission on April 20, 2018.

	(d)(2)	ADS Lending Agreement, dated October 26, 2017, between the Company, Deutsche Bank AG, London Branch and Deutsche Bank Securities Inc., incorporated by reference to Exhibit 99.1 to the Company’s report on Form 6-K (File No. 001-34656) filed with the Securities and Exchange Commission on October 31, 2017.

	(g)	Not applicable.

	(h)	Not applicable.

* Filed herewith.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	HUAZHU GROUP LIMITED

	By:	/s/ Teo Nee Chuan
		Name: Teo Nee Chuan
		Title: Chief Financial Officer

Dated: September 30, 2020

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EXHIBIT INDEX

Exhibit No.		Description

(a)(1)*		Put Right Notice to Holders of 0.375% Convertible Senior Notes due 2022 issued by Huazhu Group Limited (formerly known as China Lodging Group, Limited), dated September 30, 2020.

(a)(5)* (b)		Press release issued by the Company, dated September 30, 2020. Not applicable.

(d)(1)		Indenture, dated as of November 3, 2017, between the Company and Wilmington Trust, National Association, as trustee, incorporated by reference to Exhibit 4.31 to the Company’s annual report on Form 20-F (File No. 001-34656) filed with the Securities and Exchange Commission on April 20, 2018.

(d)(2)		ADS Lending Agreement, dated October 26, 2017, between the Company, Deutsche Bank AG, London Branch and Deutsche Bank Securities Inc., incorporated by reference to Exhibit 99.1 to the Company’s report on Form 6-K (File No. 001-34656) filed with the Securities and Exchange Commission on October 31, 2017.

(g)		Not applicable.

(h)		Not applicable.