By Rebecca Melvin
New York, June 18 – Ctrip.com International Ltd. priced an upsized $1.1 billion of convertible senior notes at par in two tranches, including an upsized $700 million of five-year notes and a downsized $400 million of seven-year notes, according to market sources.
Ctrip.com was initially expected to sell $1 billion of convertibles.
There is an upsized greenshoe for up to $165 million of additional bonds, including up to $105 million of the 2020 notes and up to $60 million of the 2025 notes.
The five-year tranche has a 1% coupon and 45% initial conversion premium, which was the midpoint of talk for a 0.75% to 1.25% coupon and 42.5% to 47.5% premium.
The seven-year tranche has a 1.99% coupon and a 42.5% premium, which was the cheap end of talk for a 1.5% to 2% coupon and 42.5% to 47.5% premium.
J.P. Morgan Securities LLC was the bookrunner for the deal, which was distributed under Rule 144A and Regulation S.
Both tranches are non-callable for life. Holders can put the 2020 bonds on July 1, 2018, and holders can put the 2025 on July 1, 2020.
In connection with the pricing of the bonds, Ctrip.com entered into convertible note hedge and warrant transactions, or a call spread.
Proceeds will be used to pay the net cost of the call spread and for general corporate purposes, including a concurrent repurchase of its ADSs and potential note retirement from time to time.
Shanghai-based Ctrip.com is a travel services provider.
| Issuer: | Ctrip.com International Ltd.
|
| Issue: | Convertible senior notes
|
| Amount: | $1.1 billion, upsized from $1 billion
|
| Greenshoe: | $165 million, upsized from $150 million
|
| Bookrunner: | J.P. Morgan Securities LLC
|
| Call protection: | Non-callable
|
| Call spread: | Yes
|
| Pricing date: | June 18
|
| Settlement date: | June 24
|
| Distribution: | Rule 144A and Regulation S
|
| Stock reference price: | $75.01, as of close June 18
|
| Market capitalization: | $10.6 billion
|
|
|
| 2020 notes
|
| Amount: | $700 million, upsized from $500 million
|
| Greenshoe: | $105 million, upsized from $75 million
|
| Maturity: | July 1, 2020
|
| Coupon: | 1%
|
| Price: | Par
|
| Yield: | 1%
|
| Conversion premium: | 45%
|
| Conversion price: | $108.76
|
| Conversion ratio: | 9.1942
|
| Put: | On July 1, 2018
|
| Price talk: | 0.75%-1.25%, up 42.5%-47.5%
|
|
|
| 2025 notes
|
| Amount: | $400 million, downsized from $500 million
|
| Greenshoe: | $60 million, downsized from $75 million
|
| Maturity: | July 1, 2025
|
| Coupon: | 1.99%
|
| Price: | Par
|
| Yield: | 1.99%
|
| Conversion premium: | 42.5%
|
| Conversion price: | $106.89
|
| Conversion ratio: | 9.3555
|
| Put: | On July 1, 2020
|
| Price talk: | 1.5%-2%, up 42.5%-47.5%
|
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