New Oriental Announces the Pricing of US$300 Million Notes Offering

Rhea-AI Summary

New Oriental Education & Technology Group Inc. (NYSE: EDU) has priced its offering of US$300 million in 2.125% notes due 2025. The offering is compliant with Regulation S and will be listed on the Hong Kong Stock Exchange, with net proceeds expected to be about US$297.1 million. The funds will be used for general corporate purposes. Joint bookrunners for the offering are BofA Securities and UBS AG Hong Kong Branch. The notes are not registered under the Securities Act, limiting their sale within the U.S.

Positive

• Pricing of US$300 million notes demonstrates strong market confidence.
• Expected net proceeds of approximately US$297.1 million provide liquidity for corporate purposes.

Negative

• Notes not registered under the Securities Act limit potential U.S. investor access.
• Inherent risks and uncertainties associated with forward-looking statements.

BEIJING, June 24, 2020 /PRNewswire/ -- New Oriental Education & Technology Group Inc. (the "Company" or "New Oriental") (NYSE: EDU), the largest provider of private educational services in China, today announced the pricing of its offering of US$300 million aggregate principal amount of its  2.125% notes due 2025. The notes are being offered outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), and are expected to be listed on the Hong Kong Stock Exchange. The Company expects to receive net proceeds from the offering of approximately US$297.1 million, after deducting joint bookrunners' commissions and estimated offering expenses. The Company intends to use the net proceeds from the offering for general corporate purposes.

The joint bookrunners of the offering are BofA Securities and UBS AG Hong Kong Branch.

The notes have been offered outside the United States in reliance on Regulation S under the Securities Act. The notes 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 offering of the notes, and there can be no assurance that any of the offerings will be completed.

About New Oriental

New Oriental is the largest provider of private educational services in China based on the number of program offerings, total student enrollments and geographic presence. New Oriental offers a wide range of educational programs, services and products consisting primarily of language training and test preparation, primary and secondary school education, online education, content development and distribution, overseas study consulting services, pre-school education and study tour. New Oriental's ADSs, each of which represents one common share, currently trade on the New York Stock Exchange under the symbol "EDU."

For more information about New Oriental, please visit http://www.neworiental.org/english/.

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 "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Among other things, the description of the proposed offering in this announcement contains forward-looking statements. New Oriental may also make written or oral forward-looking statements in its reports filed or furnished to the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about New Oriental's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: our ability to attract students without a significant decrease in course fees; our ability to continue to hire, train and retain qualified teachers; our ability to maintain and enhance our "New Oriental" brand; our ability to effectively and efficiently manage the expansion of our school network and successfully execute our growth strategy; the outcome of ongoing, or any future, litigation or arbitration, including those relating to copyright and other intellectual property rights; competition in the private education sector in China; changes in our revenues and certain cost or expense items as a percentage of our revenues; the expected growth of the Chinese private education market; Chinese governmental policies relating to private educational services and providers of such services; health epidemics and other outbreaks in China; and general economic conditions in China. Further information regarding these and other risks is included in our annual report on Form 20-F and other documents filed with the Securities and Exchange Commission. New Oriental does not undertake any obligation to update any forward-looking statement, except as required under applicable law. All information provided in this press release is as of the date of this press release, and New Oriental undertakes no duty to update such information, except as required under applicable law.

Contacts

For investor and media inquiries, please contact:

Ms. Rita Fong	Ms. Sisi Zhao
FTI Consulting	New Oriental Education & Technology Group Inc.
Tel: +852 3768 4548	Tel: +86-10-6260-5568
Email: rita.fong@fticonsulting.com	Email: zhaosisi@xdf.cn

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SOURCE New Oriental Education and Technology Group Inc.

FAQ

What is the amount of the new notes offering by New Oriental (EDU)?

New Oriental is offering US$300 million in notes.

What is the interest rate on the new notes issued by New Oriental (EDU)?

The notes have an interest rate of 2.125%.

When do the new notes issued by New Oriental (EDU) mature?

The new notes are due in 2025.

What will New Oriental (EDU) use the proceeds from the notes offering for?

The proceeds will be used for general corporate purposes.

Which stock exchange will list the new notes from New Oriental (EDU)?

The notes are expected to be listed on the Hong Kong Stock Exchange.