BENGALURU: Online travel agent Yatra has entered into a merger agreement with NASDAQ listed Terrapin 3 Acquisition Corporation (TRTL) that values Yatra at an enterprise value of $218 million.
TRTL is a special purpose acquisition company formed for the purpose of effecting a merger, acquisition, or similar business combination and had raised $212.75 million in its IPO in July 2014.
Founded by Nathan Leight and co-sponsored by affiliates of Terrapin Partners, LLC and affiliates of Macquarie Group Limited, the combined entity will be listed on NASDAQ as Yatra (YTRA).
MIHI LLC, an affiliate of Macquarie Capital has committed to purchase an additional $20 million of TRTL equity as part of the transaction.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 (including MIHI's $20 million forward purchase) will be allocated entirely to the combined company's balance sheet and to pay transaction expenses. 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.
The portal founded in 2006 will continue to be led by co-founder and CEO Dhruv Shringi post the merger. Yatra counts Valiant Capital Management, Norwest Venture Partners, as well as Reliance Venture Asset Management Ltd, Web18 of TV18 Group and Intel Capital among its backers.