UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
MakeMyTrip Limited
(Name of Subject Company (Issuer))
MakeMyTrip Limited
(Name of Filing Person (Issuer))
0.00% Convertible Senior Notes due 2028
(Title of Class of Securities)
56087F AB0
(CUSIP Number of Class of Securities)
Mohit Kabra
Group Chief Financial Officer
19th Floor, Building No. 5
DLF Cyber City
Gurugram, India, 122002
Telephone: (+91-124) 439-5000
with copy to:
Rajiv Gupta
Stacey Wong
Latham & Watkins LLP
9 Raffles Place
#42-02 Republic Plaza
Singapore 048619
+65 6536 1161
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ | third-party tender offer subject to Rule 14d-1. |
☒ | issuer tender offer subject to Rule 13e-4. |
☐ | going-private transaction subject to Rule 13e-3. |
☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
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On February 9, 2021, MakeMyTrip Limited (the “Company”) issued US$230,000,000 in aggregate principal amount of its 0.00% Convertible Senior Notes due 2028 (the “Notes”). The Notes will mature on February 15, 2028, unless earlier repurchased, redeemed or converted.
As required by, pursuant to the terms of and subject to the conditions set forth in, the Indenture dated as of February 9, 2021 (the “Indenture”) for the Notes, by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), each holder (the “Holder”) of the Notes has the right to require the Company to repurchase the Notes on February 15, 2024 and February 15, 2026 (which is, respectively, approximately three and five years after the Notes were initially issued). The Company is the issuer of the Notes and is obligated, on the Repurchase Date (as defined in the Indenture) occurring on February 15, 2024, to purchase at par all of the Notes, if properly tendered by the Holders, subject to the terms and conditions set forth herein.
This Tender Offer Statement on Schedule TO (“Schedule TO”) is filed by the Company with respect to the right of each Holder of the Notes to require the Company to repurchase the Notes on February 15, 2024, as set forth in the Company’s Notice to the Holders dated January 17, 2024 (the “Repurchase Right Notice”) and the related notice materials filed as exhibits to this Schedule TO (which Repurchase Right Notice and related notice materials, as amended or supplemented from time to time, collectively constitute the “Repurchase Right”).
This Schedule TO is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934 (the “Exchange Act”).
The Company is the issuer of the Notes and is obligated, on the Repurchase Date (as defined in the Indenture) occurring on February 15, 2024 to purchase all of the Notes if properly tendered by the Holders under the terms and subject to the conditions set forth in the Repurchase Right. The Notes are convertible into the Company’s Ordinary Shares, par value US$0.0005 per share (the “Ordinary Shares”) at the conversion rate of 25.8035 Ordinary Shares, subject to the terms, conditions and adjustments specified in the Indenture and the Notes. The Company maintains its principal executive office at 19th Floor, Building No. 5, DLF Cyber City, Gurugram, India, 122002, and the telephone number at this address is (+91-124) 439-5000. The Company’s registered office in the Republic of Mauritius is located at c/o IQ EQ Corporate Services (Mauritius) Limited, 33, Edith Cavell Street, Port Louis, Republic of Mauritius, 11324.
As permitted by General Instruction F to Schedule TO, all of the information set forth in the Repurchase Right is incorporated by reference into this Schedule TO.
(a) Pursuant to Instruction 2 to Item 10 of Schedule TO, the Company’s financial condition is not material to a Holder’s decision whether to put the Notes to the Company because (i) the consideration being paid to Holders surrendering Notes consists solely of cash, (ii) the Repurchase Right is not subject to any financing conditions, (iii) the Company is a public reporting company under the Exchange Act that files reports electronically on EDGAR, and (iv) the Repurchase Right applies to all outstanding Notes. The financial condition and results of operations of the Company, its subsidiaries and consolidated affiliate entities are reported electronically on EDGAR on a consolidated basis.
(b) Not applicable.
(a) Not applicable.
(c) The Company plans to report its fiscal 2024 third quarter unaudited interim financial and operating results before the US market opens on January 23, 2024 and expects to furnish, at that time, a Form 6-K with such earnings release with the Securities and Exchange Commission.
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(a)(5)(A)* Press Release issued by the Company, dated as of January 17, 2024.
(b) Not applicable.
(g) Not applicable.
(h) Not applicable.
________________________
* Filed herewith.
Not applicable.
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Exhibit No. | Description |
(a)(1)* | |
|
|
(a)(5)(A)* | Press Release issued by the Company, dated as of January 17, 2024. |
|
|
(d) | |
|
|
107(b)* |
_________________________
* Filed herewith.
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
MakeMyTrip Limited
By: /s/ Rajesh Magow
Name: Rajesh Magow
Title: Group Chief Executive Officer
Dated: January 17, 2024
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