On July 20, 2020, Trip.com Group Limited (NASDAQ: TCOM, “TCOM”) completed its offering of USD 500 million in exchangeable senior notes due 2027. It marks the first offering of exchangeable notes by a Chinese concept company.
TCOM is a leading provider of travel and travel-related services and the largest online travel provider in China. It has been awarded China’s number one travel agency for four consecutive years and is now the world’s 2nd largest online travel agency by capitalization. TCOM successfully applies innovative technology to traditional travel businesses and offers more than 300 million members a broad range of services including wireless applications, hotel and airline ticket booking, holiday resorts booking, business trip management, and travel information. Within China, the company is hailed as a paragon of the seamless integration between the internet and traditional travel.
JPMorgan Chase & Co and Morgan Stanley served as the underwriters for the issuance, with TCOM as the issuer. The notes are convertible into shares of Huazhu Group Limited (NASDAQ: HTHT), which is held by TCOM. It marks the first time a Chinese concept company offered exchangeable notes as the underlying security. Despite the circumstances surrounding the global travel industry due to the COVID-19 pandemic, the notes were oversubscribed, which is a testament to the capital market’s confidence in the future of China’s travel and hotel industries.
As the Chinese legal counsel for the underwriters, Jingtian & Gongcheng provided comprehensive legal services for the public offering. Jingtian & Gongcheng has also participated in TCOM’s overseas bond issuance and American depository stock projects for many years as the underwriters in China, and has provided professional legal services throughout the process.