SHANGHAI, May 26, 2023
/PRNewswire/ -- Trip.com Group Limited (Nasdaq: TCOM; HKEX: 9961)
("Trip.com Group" or the "Company"), a leading one-stop travel
service provider for accommodation reservation, transportation
ticketing, packaged tours and corporate travel management, today
announced that it is notifying holders of its 1.50% Exchangeable
Senior Notes due 2027 (CUSIP No. G9066FAA9) (the "Exchangeable
Notes") that pursuant to the Indenture dated as of July 20, 2020 (the "Indenture") and the
Supplemental Indenture dated as of December
15, 2020 (the "Supplemental Indenture," together with the
Indenture, the "Indentures") relating to the Exchangeable Notes by
and between the Company and The Bank of New York Mellon, as
trustee, each holder has the right, at the option of such holder,
to require the Company to repurchase for cash on each of
July 1, 2023 (the "2023 Repurchase
Right") and July 1, 2025 all of such
holder's Exchangeable Notes, or any portion thereof that is equal
to US$200,000 or an integral multiple
of US$1,000 in excess thereof.
Holders of the Exchangeable Notes may exercise the 2023 Repurchase
Right from 9:00 a.m., New York City time, on Friday, May 26, 2023 to 5:00 p.m., New York
City time, on Thursday, June 29,
2023.
The 2023 Repurchase Right entitles each holder of the
Exchangeable Notes to require the Company to repurchase for cash on
July 1, 2023 all of such holder's
Exchangeable Notes, or any portion thereof that is equal to
US$200,000 or an integral multiple of
US$1,000 in excess thereof. The
repurchase price for such Exchangeable Notes will be equal to 100%
of the principal amount of the Exchangeable Notes to be
repurchased, plus any accrued and unpaid interest to, but
excluding, July 1, 2023, which is the
date specified for repurchase in the Indentures (the "2023
Repurchase Date"), subject to the terms and conditions of the
Indentures and the Exchangeable Notes. The 2023 Repurchase Date is
an interest payment date under the terms of the Indentures and the
Exchangeable Notes. Accordingly, on July 1,
2023, being the interest payment date, the Company will pay
accrued and unpaid interest on all of the Exchangeable Notes
through June 30, 2023, to all holders
who are holders of record at 5:00
p.m., New York City time,
on Thursday, June 15, 2023,
regardless of whether the 2023 Repurchase Right is exercised with
respect to such Exchangeable Notes. On the 2023 Repurchase Date,
there will be no accrued and unpaid interest on the Exchangeable
Notes. As July 1, 2023 is a Saturday,
the Company will pay the repurchase price for the Exchangeable
Notes tendered and the accrued interest on all of the Exchangeable
Notes on Monday, July 3, 2023, the
next succeeding business day following the 2023 Repurchase Date,
pursuant to the Indentures. As of May 26,
2023, there was US$500,000,000
in aggregate principal amount of the Exchangeable Notes
outstanding. If all outstanding Exchangeable Notes are surrendered
for repurchase through exercise of the 2023 Repurchase Right, the
aggregate cash purchase price will be US$500,000,000.
The opportunity for holders of the Exchangeable Notes to
exercise the 2023 Repurchase Right commences from 9:00 a.m., New York
City time, on Friday, May 26,
2023, and will terminate at 5:00
p.m., New York City time,
on Thursday, June 29, 2023. In order
to exercise the 2023 Repurchase Right, a holder must follow the
transmittal procedures set forth in the Company's 2023 Repurchase
Right Notice to holders (the "2023 Repurchase Right Notice"), which
is available through the Depository Trust Company and The Bank of
New York Mellon. Holders may withdraw any previously tendered
Exchangeable Notes pursuant to the terms of the 2023 Repurchase
Right at any time prior to 5:00 p.m.,
New York City time, on
Thursday, June 29, 2023, which is the
second business day immediately preceding the 2023 Repurchase Date,
or as otherwise provided by applicable law.
This press release is for information only and is not an offer
to purchase, a solicitation of an offer to purchase, or a
solicitation of an offer to sell the Exchangeable Notes or any
other securities of the Company. The offer to purchase the
Exchangeable Notes will be made only pursuant to, and the
Exchangeable Notes may be tendered only in accordance with, the
Company's 2023 Repurchase Right Notice dated May 26, 2023 and related documents. Holders of
the Exchangeable Notes may request the Company's 2023 Repurchase
Right Notice from the paying agent, The Bank of New York
Mellon.
By Mail, Overnight
Courier, or Email:
|
By Facsimile (for
Eligible Institutions only):
|
BNY Mellon
ATTN: CT
REORG
111 Sanders Creek
Pkwy
E. Syracuse, NY
13057
CT_Reorg_Unit_Inquiries@bnymellon.com
|
+1 (732)
667-9408
|
For Information or
Confirmation by Telephone:
|
+1 (315)
414-3317
|
HOLDERS OF EXCHANGEABLE NOTES AND OTHER INTERESTED PARTIES ARE
URGED TO READ THE COMPANY'S 2023 REPURCHASE RIGHT NOTICE AND OTHER
RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT TRIP.COM GROUP LIMITED AND THE
2023 REPURCHASE RIGHT.
Materials filed or furnished with the SEC will be available
electronically without charge at the SEC's website,
http://www.sec.gov. Documents filed or furnished with the
SEC may also be obtained without charge at the Company's website,
http://investors.trip.com.
About Trip.com Group Limited
Trip.com Group Limited (Nasdaq: TCOM; HKEX: 9961) is a leading
global one-stop travel platform, integrating a comprehensive suite
of travel products and services and differentiated travel content.
It is the go-to destination for travelers in China, and increasingly for travelers around
the world, to explore travel, get inspired, make informed and
cost-effective travel bookings, enjoy hassle-free on-the-go
support, and share travel experience. Founded in 1999 and listed on
Nasdaq in 2003 and HKEX in 2021, the Company currently operates
under a portfolio of brands, including Ctrip, Qunar, Trip.com, and
Skyscanner, with the mission "to pursue the perfect trip for a
better world."
For further information, please contact:
Investor Relations
Trip.com Group Limited
Tel: +86 (21) 3406-4880 X 12229
Email: iremail@trip.com
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SOURCE Trip.com Group Limited