Indian booking site Yatra.com is going public via an unusual route for a mainstream company: it will be listed on NASDAQ and will trade under the name YTRA, following a reverse-merger with a listed company, Terrapin 3 Acquisition Corporation. The transaction is expected to close by October 2016, and both boards have approved the transaction. Terrapin 3 Acquisition Corporation is a special purpose vehicle formed for the purpose of creating a merger, acquisition or such transactions, and will effectively become Yatra.com. The last listing-via-merger in the Indian digital space was probably Ybrant digital (now Lycos).
The management team at Yatra will continue, led by co-founder and CEO Dhruv Shringi. It will become the second Indian OTA to list, following MakeMyTrip.
Yatra’s current shareholders will continue to hold 35% in the listed entity, and will be given a maximum of $80 million cash from the transaction for now, and up to $35 million 18 months from now, if certain targets are met.
The terms of the cash payout are as follows:
- Terrapin 3 had raised $212.75 million from its IPO, held in a trust fund, and has another $20 million committed from MIHI LLC, an affiliate of Macquarie Capital. The first $100 million of total cash will be allocated to the balance sheet and be used to pay transaction expenses. Of the remaining money, 20% will be allocated to the balance sheet, while 80% will be allocated to Yatra’s current shareholders (at a maximum of $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.
Investors in Yatra include Norwest Venture Partners, Intel Capital, TV18 Group and Reliance Venture Asset Management, IDG Ventures India and Vertex Venture Holdings with, prior to this acquisition, investor holding believed to be around 80% of Yatra. It raised about $20 million in 2014, and $14.5 million in 2012.
Speculation has been rife about Yatra being up for sale for now, and for a while there was murmurs about them being it talks with Paytm for an acquisition: that ends now, with this listing. Yatra claims to have 4 million users, and connects 60,000 hotels in India.
Where does Yatra stand now?
According to the filing, during the financial year ended March 2016, Yatra facilitated over 2.8 million tickets and hotel stays, up 25% year on year, with 74% of transactions from repeat clients. For context, market leader MakeMyTrip, in the same period, reported around 6.9 million airline tickets sold, 3.13 million hotels and packages, and 2.4 million standalone hotel bookings. Yatra is a fraction of this, and GoIbibo, which doesn’t disclose the number of transactions, claims to be number 2 in India.
We don’t have the latest financial information on Yatra, but according to filings with the Registrar of Companies, it reported a loss of Rs 40.2 crore for FY14.
MakeMyTrip recently reported its 14th straight quarter of loss, with net revenues of $78.2 million for airline ticketing, and hotel booking net revenues of $86.5 million, for FY16. Goibibo recently claimed that its airline ticketing business is profitable.
Jan 2006: Raises money from Reliance Capital, TV18 and Norwest Venture Partners [source]
Aug 2006: Launches [source]
Jul 2008: Raises money from Intel capital [source]
Apr 2011: Raises Rs 200 crore from Valiant Capital, Norwest Venture Partners and Intel Capital[source]
Jul 2011: Acquires hotel aggregation company Magicrooms [source]
Jan 2012: Acquires event listing company Buzzintown [source]
Mar 2012: Actor Salman Khan picks up stake [source]
Jul 2012: Acquires TravelGuru from Travelocity [source]
Jul 2012: Raises $14.5 million [source]
Aug 2013: Forgets to renew its domain name [source]
Apr 2014: Raises Rs 140 crore from IDG and Vertex Venture Holdings [source]
Jan 2016: Acquires Travelogs [source]
Jun 2016: Acquires mGaadi [source]
Jul 2016: Acquired by Terrapin 3 at a valuation of $218 million (this story)