MakeMyTrip Announces Proposed Offering of Convertible Senior Notes

MakeMyTrip Ltd (NASDAQ: MMYT, the “Company” or “MakeMyTrip”), today announced that it proposes to offer US$1.25 billion in aggregate principal amount of convertible senior notes due 2030 (the “Notes Offering”), subject to market and other conditions, to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company expects to grant the initial purchasers a 13-day option to purchase up to an additional US$187.5 million in aggregate principal amount of the Notes.

The Company also announced today, by a separate press release that the Company has commenced an underwritten registered public offering of 14,000,000 ordinary shares, par value US$0.0005 per share (the “Primary Equity Offering”), subject to market and other conditions. The Company expects to grant the underwriters a 13-day option to purchase up to 2,100,000 additional ordinary shares.

MakeMyTrip plans to use all of the net proceeds from the Notes Offering and the Primary Equity Offering for the Repurchase (as described below) of a portion of the Class B shares of the Company from Trip.com Group Limited (“Trip.com”).

Expected Terms of the Notes

When issued, the Notes will be senior, unsecured obligations of the Company. The Notes will mature on July 1, 2030 unless redeemed, repurchased or converted prior to such date. The Notes will be convertible into ordinary shares of the Company, at the option of the holders, in integral multiples of $1,000 principal amount, at any time prior to the close of business on the second business day preceding the maturity date.

On or after July 10, 2028, MakeMyTrip may redeem for cash all or part of the Notes, at its option (such redemption, an “Optional Redemption”), if (x) the Notes are “freely tradable” (as will be defined in the indenture for the Notes) and all accrued and unpaid special interest, if any, has been paid in full, as of the date the Company sends the notice of redemption and (y) the last reported sale price of MakeMyTrip’s ordinary shares has been at least 130% of the conversion price then in effect on (i) each of at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately prior to the date MakeMyTrip provides notice of redemption and (ii) the trading day immediately preceding the date MakeMyTrip sends such notice. MakeMyTrip may also redeem for cash all but not part of the Notes at any time if less than 10% of the aggregate principal amount of Notes originally issued (for the avoidance of doubt, including the Notes issued upon the exercise of the initial purchasers’ option to purchase additional Notes) remains outstanding at such time (“Cleanup Redemption”). In addition, MakeMyTrip may redeem all but not part of the Notes in the event of certain changes in the tax laws (“Tax Redemption”). The redemption price in the case of a Tax Redemption, an Optional Redemption or a Cleanup Redemption will equal 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the related Redemption Date.