Huazhu Group Limited Prices Offering of Convertible Senior Notes
May 08 2020 - 8:10AM
Huazhu Group Limited (Nasdaq: HTHT), a leading and fast-growing
multi-brand hotel group in China with international coverage (the
“Company”), today announced the pricing of its previously announced
offering (the “Notes Offering”) of US$450 million in aggregate
principal amount of convertible senior notes due 2026 (the
“Notes”). The Company granted the initial purchasers in the Notes
Offering a 30-day option to purchase up to an additional US$50
million in principal amount of the Notes. The Company plans to use
the net proceeds from the Notes Offering to repurchase its
convertible senior notes due 2022, including upon the investors’
exercise of their put option, and to repay part of the principal
and interest of its loans.
The Notes will bear interest at a rate of 3.00% per year,
payable on May 1 and November 1 of each year, beginning
on November 1, 2020. The Notes will mature on May 1,
2026, unless repurchased, redeemed or converted in accordance with
their terms prior to such date. When issued, the Notes will be
senior, unsecured obligations of the Company. The Notes will be
convertible into the Company’s American Depositary Shares (“ADSs”),
each currently representing one ordinary share of the Company, at
the option of the holders at any time prior to the close of
business on the second scheduled trading day immediately preceding
the maturity date. The initial conversion rate of the Notes is
23.9710 ADSs per US$1,000 principal amount of Notes (which is
equivalent to an initial conversion price of approximately US$41.72
per ADS) and is subject to the adjustment under the terms of the
Notes.
The Company expects to close the Notes Offering on or about May
12, 2020, subject to the satisfaction of customary closing
conditions.
The Notes have been offered in the United States to persons
reasonably believed by the initial purchasers to be qualified
institutional buyers pursuant to Rule 144A and to non-U.S.
persons outside the United States in reliance on Regulation S under
the Securities Act of 1933, as amended (the “Securities Act”). The
Notes, the ADSs deliverable upon conversion of the Notes and the
ordinary shares represented thereby have not been and will not be
registered under the Securities Act or the securities laws of any
other place, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase any 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.
This press release contains information about the pending Notes
Offering, and there can be no assurance that the Notes Offering
will be completed.
Safe Harbor Statement Under the U.S. Private Securities
Litigation Reform Act of 1995: The information in this release
contains forward-looking statements which involve risks and
uncertainties, including statements regarding the Company’s capital
needs, business strategy and expectations. Any statements contained
herein that are not statements of historical fact may be deemed to
be forward-looking statements, which may be identified by
terminology such as “may,” “should,” “will,” “expect,” “plan,”
“intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “forecast,” “project,” or “continue,” the negative of
such terms or other comparable terminology. Readers should not rely
on forward-looking statements as predictions of future events or
results. Any or all of the Company’s forward-looking statements may
turn out to be incorrect. They can be affected by inaccurate
assumptions, risks and uncertainties and other factors which could
cause actual events or results to be materially different from
those expressed or implied in the forward-looking statements. In
evaluating these statements, readers should consider various
factors, including the anticipated growth strategies of the
Company, the future results of operations and financial condition
of the Company, the economic conditions of China, the regulatory
environment in China, the Company’s ability to attract customers
and leverage its brands, trends and competition in the lodging
industry, the expected growth of the lodging market in China and
other factors and risks outlined in the Company’s filings with the
Securities and Exchange Commission, including its annual report on
Form 20-F and other filings. These factors may cause the
Company’s actual results to differ materially from any
forward-looking statement. In addition, new factors emerge from
time to time and it is not possible for the Company to predict all
factors that may cause actual results to differ materially from
those contained in any forward-looking statements. Any projections
in this release are based on limited information currently
available to the Company, which is subject to change. This release
also contains statements or projections that are based upon
information available to the public, as well as other information
from sources which the Company believes to be reliable, but it is
not guaranteed by the Company to be accurate, nor does the Company
purport it to be complete. The Company disclaims any obligation to
publicly update any forward-looking statements to reflect events or
circumstances after the date of this document, except as required
by applicable law.
Contact Information Huazhu Investor Relations Tel: +86 (21) 6195
9561 Email: ir@huazhu.com http://ir.huazhu.com
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