Terrapin 3 Acquisition to buy Yatra Online in $218 million deal


Mumbai: A special purpose acquisition firm Terrapin 3 Acquisition Corp. (TRTL) has agreed to buy Indian online travel agency firm Yatra Online, Inc. in a multi-phased transaction that values Yatra at an enterprise value of $218 million.

Under the terms of the proposed transaction, it is estimated that the current shareholders of Yatra will continue to own at least 35% of the issued and outstanding shares in the combined company.

The first $100 million of cash will be allocated entirely to the combined company’s balance sheet and to pay transaction expenses.

“Any amount greater than $100 million available from TRTL will then be allocated 80% to current Yatra shareholders and 20% as cash to the combined company’s balance sheet. Cash payments to current Yatra shareholders will be capped at $80 million.

In addition, existing shareholders of Yatra may receive additional consideration of up to $35 million upon the achievement of certain financial objectives during the 18 months after closing.

Norwest Venture Partners, Reliance Venture Asset Management Ltd and Intel Capital are some of the investors of Yatra.

Yatra intends to be listed on the NASDAQ stock market under the symbol “YTRA” following completion of the transaction, TRTL said in a statement. The combined company will continue to be led by Yatra’s management team under the leadership of chief executive and co-founder Dhruv Shringi.

Yatra is one of the fastest growing consumer travel platforms and online travel agents in India with more than 4 million customers.

Launched in August 2006, Yatra, through its yatra.com website, is a one-stop online shop for all travel-related services aimed at both leisure and business travellers in India.

Yatra customers booked more than 2.8 million air travel reservations and hotel stays with total transaction value worth more than $900 million (at current exchange rates) during the fiscal year ended March 2016, an increase of 25% from the prior year (at constant currency rates) with 74% of transactions coming from repeat clients who return to book more travel, the statement said.

“We are excited to partner with TRTL in a transaction that we believe will enable Yatra to continue its growth as a new public company,” said Shringi. “This transaction gives us substantial additional resources to support our growth and the continued improvement of our integrated online and mobile platforms. We look forward to expanding our already extensive network of domestic and international partnerships with hotels, airlines, car services and tour package promoters, as well as further strengthening our brand presence and technology platform.”

Nathan Leight, chairman of the board of TRTL, said, “We created TRTL with the express purpose of partnering with a company that would benefit from a public listing, could utilize our cash resources for growth and generate long-term returns for our shareholders. Yatra has the broadest brand recognition of any online travel agent in India. The infrastructure required to compete in India as an online travel agent represents a significant barrier to market entry. With its high level of brand recognition, large hotel network, significant investment in technology, and deep management experience in this sector, we believe Yatra has created tremendous competitive advantages.”

Promod Haque, senior managing partner at Norwest Venture Partners, said this transaction will provide Yatra with significant resources to further strengthen its presence as one of the leading players in the fast growing Indian online travel market.

TRTL raised $212.75 million in its initial public offer or IPO which is now held in a trust account.

Deutsche Bank Securities Inc. is acting as TRTL’s capital markets advisor. Greenberg Traurig, LLP and Ellenoff Grossman & Schole LLP are representing TRTL. Goodwin Procter LLP is representing Yatra.