Priceline Group Treasury Company BV disclosed that they own a 8.9% stake in Ctrip.com International Ltd. (NASDAQ:CTRP) in a Form 13D/A disclosure that was filed with the SEC on Monday, September 19th. The investor owns 46,403,522 shares of the stock worth $2,031,082,158. The reporting parties listed on the disclosure included Priceline Group Treasury Company BV and The Priceline Group Inc. The disclosure is available through the SEC website at this hyperlink.

Priceline Group Treasury Company BV provided the following explanation of their ownership:

Item 4 of the Schedule 13D is amended and supplemented by adding the following paragraphs:
2016 Purchase Agreement . Purchaser and the Issuer made certain customary representations, warranties and covenants to each other in the 2016 Purchase Agreement. The 2016 Convertible Note was issued pursuant to a private placement transaction exempt from the registration requirements of the Securities Act, in reliance on Section 4(a)(2) of the Securities Act.
2016 Convertible Note . Pursuant to the terms of the 2016 Convertible Note, at any time or times on or after the issuance date until the close of business on the second business day immediately preceding the maturity date of September 15, 2022, Purchaser or any transferee of the 2016 Convertible Note is entitled to convert all or any portion (if the portion to be converted is at least $10,000,000 or such lesser amount then held by the Holder) of the 2016 Convertible Note into ADSs of the Issuer. The number of ADSs issuable upon conversion will equal the principal amount being converted divided by the then applicable conversion price (the “2016 Conversion Price”). The initial 2016 Conversion Price is $65.49 per ADS, representing an initial conversion rate of 15.2688 ADSs per $1,000 principal amount of the 2016 Convertible Note, and is subject to certain adjustments for certain events as specified in the 2016 Convertible Note, including, among other things, the occurrence of a makewhole fundamental change (as defined in the 2016 Convertible Note). In addition, on September 15, 2019, Purchaser or any transferee of the 2016 Convertible Note has the onetime right, at its option, to require the Issuer to repurchase for cash all or any portion of the 2016 Convertible Note that is equal to at least $10,000,000 or such lesser amount then held by the Holder at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, which repurchase will be effective ten business days after the
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exercise of such right. Upon the occurrence of a fundamental change (as defined in the 2016 Convertible Note), Purchaser or any transferee of the 2016 Convertible Note has the right, at its option, to require the Issuer to repurchase for cash all or any portion of the 2016 Convertible Note that is equal to at least $10,000,000 or such lesser amount then held thereby at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest. The principal amount outstanding under the 2016 Convertible Note bears interest at a rate of 1.25% per annum until maturity or such earlier or later time as the principal becomes due and payable thereunder. In addition, upon the occurrence of a change in tax law (as defined in the 2016 Convertible Note), and subject to certain conditions, the Issuer has the right, at its option, to redeem all but not part of, the 2016 Convertible Note, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and including any applicable additional amount (as defined in the 2016 Convertible Note); provided, however, that the Holder may elect not to participate in such redemption but in doing so would no longer be entitled to receive certain payments from the Issuer in respect of taxes.
Subscription Agreement . Purchaser and the Issuer made certain customary representations, warranties and covenants to each other in the 2016 Purchase Agreement. Pursuant to the Subscription Agreement, Purchaser has agreed, for a period commencing on September 12, 2016 and ending six months after September 12, 2016, not to offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any of the Purchased Shares on the open market. The Purchased Shares were issued pursuant to a private placement transaction exempt from the registration requirements of the Securities Act, in reliance on Regulation S or Rule 506 of Regulation D of the Securities Act.
The descriptions of the 2016 Purchase Agreement, the 2016 Convertible Note and the Subscription Agreement, in each case, do not purport to be complete and are qualified in their entirety by reference to the full text of the 2016 Purchase Agreement (including the 2016 Convertible Note), which is filed as Exhibit 1 hereto and which is incorporated herein by reference, and the Subscription Agreement, which is filed as Exhibit 2 hereto and which is incorporated herein by reference.

A number of other large investors have also modified their holdings of CTRP. Boston Common Asset Management LLC boosted its position in shares of Ctrip.com International by 0.4% in the second quarter. Boston Common Asset Management LLC now owns 14,075 shares of the company’s stock valued at $580,000 after buying an additional 60 shares during the last quarter. Rafferty Asset Management LLC boosted its position in shares of Ctrip.com International by 0.5% in the first quarter. Rafferty Asset Management LLC now owns 17,895 shares of the company’s stock valued at $792,000 after buying an additional 81 shares during the last quarter. American International Group Inc. boosted its position in shares of Ctrip.com International by 1.2% in the second quarter. American International Group Inc. now owns 21,388 shares of the company’s stock valued at $881,000 after buying an additional 245 shares during the last quarter. BB&T Securities LLC boosted its position in shares of Ctrip.com International by 4.9% in the second quarter. BB&T Securities LLC now owns 8,206 shares of the company’s stock valued at $338,000 after buying an additional 386 shares during the last quarter. Finally, OLD National Bancorp IN boosted its position in shares of Ctrip.com International by 5.4% in the second quarter. OLD National Bancorp IN now owns 7,470 shares of the company’s stock valued at $308,000 after buying an additional 386 shares during the last quarter. 61.87% of the stock is owned by institutional investors and hedge funds.

Ctrip.com International Ltd. (NASDAQ:CTRP) traded up 0.23% during trading on Monday, reaching $43.77. The company’s stock had a trading volume of 3,290,177 shares. The company has a market capitalization of $20.41 billion, a PE ratio of 289.87 and a beta of 1.63. Ctrip.com International Ltd. has a 52 week low of $30.11 and a 52 week high of $57.36. The company has a 50 day moving average price of $45.33 and a 200-day moving average price of $43.62.

Ctrip.com International (NASDAQ:CTRP) last posted its quarterly earnings data on Wednesday, August 31st. The company reported $0.02 earnings per share for the quarter, topping analysts’ consensus estimates of ($0.20) by $0.22. Ctrip.com International had a return on equity of 0.91% and a net margin of 2.90%. The company earned $664 million during the quarter, compared to analysts’ expectations of $657.24 million. During the same period last year, the firm earned $0.30 EPS. The firm’s revenue for the quarter was up 62.9% on a year-over-year basis. Equities research analysts anticipate that Ctrip.com International Ltd. will post ($0.73) earnings per share for the current year.

Several research analysts recently weighed in on the company. TheStreet cut Ctrip.com International from a “buy” rating to a “hold” rating in a research report on Tuesday, September 13th. Nomura reiterated a “buy” rating and set a $57.00 price target (up from $49.00) on shares of Ctrip.com International in a research report on Wednesday, September 7th. Vetr upgraded Ctrip.com International from a “buy” rating to a “strong-buy” rating and set a $54.33 price target for the company in a research report on Tuesday, September 6th. Oppenheimer Holdings Inc. reiterated an “outperform” rating and set a $55.00 price target on shares of Ctrip.com International in a research report on Monday, September 5th. Finally, Brean Capital reiterated a “buy” rating and set a $52.00 price target on shares of Ctrip.com International in a research report on Sunday, September 4th. One equities research analyst has rated the stock with a sell rating, four have assigned a hold rating, sixteen have issued a buy rating and one has assigned a strong buy rating to the stock. Ctrip.com International currently has an average rating of “Buy” and an average price target of $55.68.

Ctrip.com International Company Profile

Ctrip.com International, Ltd. is a travel service provider for hotel accommodations, transportation ticketing services, packaged tours and corporate travel management in China. The Company aggregates hotel and flight information to enable business and leisure travelers to make informed bookings. The Company also helps customers book tour packages and guided tours.

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