Form 6-K





Washington, D.C. 20549







PURSUANT TO RULE 13a-16 OR 15d-16


For the month of July 2020

Commission File Number: 001-33853




(Registrant’s Name)



968 Jin Zhong Road

Shanghai 200335, People’s Republic of China

(Address of Principal Executive Offices)



Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒             Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐






Exhibit No.   


99.1    Press Release— Group Prices Offering of Exchangeable Senior Notes


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


By :  

/s/ Cindy Xiaofan Wang

Name:   Cindy Xiaofan Wang
Title :   Chief Financial Officer

Date: July 14, 2020


Exhibit 99.1 Group Prices Offering of Exchangeable Senior Notes

SHANGHAI, July 13, 2020 — Group Limited (Nasdaq: TCOM) (“ Group” or the “Company”), a leading provider of online travel and related services, including accommodation reservation, transportation ticketing, packaged-tour and in-destination services, corporate travel management, and other travel-related services, today announced the pricing of US$500 million in aggregate principal amount of exchangeable senior notes due 2027 (the “Notes”). The Notes were offered in offshore transactions outside the United States to certain non-U.S. persons in compliance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”) (the “Notes Offering”). The Notes will be exchangeable, at the option of the holders and subject to certain conditions, into cash, American depositary shares (“Huazhu ADSs”) of Huazhu Group Limited (Nasdaq: HTHT) (“Huazhu”), each representing as of the date of this press release one ordinary share of Huazhu, par value $0.0001 per share, or a combination of cash and Huazhu ADSs, at the Company’s election subject to certain conditions. The initial exchange rate of the Notes will be 24.7795 Huazhu ADSs per US$1,000 principal amount of Notes (which is equivalent to an initial exchange price of approximately US$40.36 per Huazhu ADS and represents an approximately 20% exchange premium over the last reported sale price of the Huazhu ADSs on The Nasdaq Global Select Market on July 13, 2020, which was US$33.63 per Huazhu ADS).

The Notes will bear interest at a rate of 1.50% per year, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2021. The Notes will mature on July 1, 2027, unless repurchased, redeemed, or exchanged in accordance with their terms prior to such date. Holders of the Notes may require the Company to repurchase all or part of their Notes for cash on each of July 1, 2023 and July 1, 2025 at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date. In addition, the Company may redeem the Notes subject to certain conditions.

The Company plans to use the net proceeds from the Notes Offering for general corporate purposes, including repayment of any existing financial indebtedness.

The Company expects to close the Notes Offering on or about July 20, 2020, subject to the satisfaction of customary closing conditions.

The Notes, the Huazhu ADSs deliverable upon exchange of the Notes, if any, and the ordinary shares of Huazhu represented thereby have not been registered under the Securities Act or any other applicable securities laws. They may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act) unless the Notes are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.

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

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “may,” “will,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” “is/are likely to,” “confident” or other similar statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, severe or prolonged downturn in the global or Chinese economy, general declines or disruptions in the travel industry, volatility in the trading price of Group’s ADSs, Group’s reliance on its relationships and contractual arrangements with travel suppliers and strategic alliances, failure to compete against new and existing competitors, failure to successfully manage current growth and potential future growth, risks associated with any strategic investments or acquisitions, seasonality in the travel industry in the relevant jurisdictions where Group operates, failure to successfully develop Group’s existing or future business lines, damage to or failure of Group’s infrastructure and technology, loss of services of Group’s key executives, adverse changes in economic and political policies of the PRC government, inflation in China, risks and uncertainties associated with PRC laws and regulations with respect to the ownership structure of Group’s affiliated Chinese entities and the contractual arrangements among Group, its affiliated Chinese entities and their shareholders, and other risks outlined in Group’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release and in any attachments is as of the date of the issuance, and Group does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

About Group Limited Group Limited (Nasdaq: TCOM) is a leading one-stop travel service provider consisting of, Ctrip, Skyscanner, and Qunar. Across its platforms, Group enables local partners and travelers around the world to make informed and cost-effective bookings for travel products and services, through aggregation of comprehensive travel-related information and resources, and an advanced transaction platform consisting of mobile apps, Internet websites, and 24/7 customer service centers. Founded in 1999 and listed on Nasdaq in 2003, Group has become one of the largest travel companies in the world in terms of gross merchandise value.

For further information, please contact:

Investor Relations Group Limited

Tel: +86 (21) 3406-4880 × 12229