Exhibit 99.1
Trip.com Group Limited Announces Completion of Offering of US$1.5 Billion Cash-par
Settled Convertible Senior Notes
SINGAPORE, June 7, 2024—Trip.com Group Limited (Nasdaq: TCOM; HKEX: 9961) (“Trip.com Group” or the “Company”), a leading one-stop travel service provider of accommodation reservation, transportation ticketing, packaged tours, and corporate travel management, today announced the completion of its offering (the “Notes Offering”) of US$1.5 billion in aggregate principal amount of convertible senior notes due 2029 (the “Notes”), including the initial purchasers’ full exercise of option to purchase an additional US$200 million in aggregate principal amount of the Notes. The Notes have been offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
The Company plans to use the net proceeds from the Notes Offering for repayment of existing financial indebtedness, expansion of its overseas business, and working capital needs.
The Notes will be general unsecured obligations of the Company and bear interest at a rate of 0.75% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2024. The Notes will mature on June 15, 2029 unless repurchased, redeemed, or converted in accordance with their terms prior to such date.
The initial conversion rate of the Notes is 15.0462 American depositary shares (“ADSs”), each currently representing one ordinary share of the Company, per US$1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately US$66.46 per ADS.
The Notes, the ADSs deliverable upon conversion of the Notes, if any, and the ordinary shares represented thereby or deliverable upon conversion of the Notes in lieu thereof 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.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these securities, nor shall there be a sale of the securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful.
