Form SC TO-I/A - Tender offer statement by Issuer: [Amend]
February 15 2024 - 8:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(Amendment No. 2)
(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 appropriate boxes
below to designate any transactions to which the statement relates:
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☐ |
third-party tender offer subject to Rule 14d-1. |
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☒ |
issuer tender offer subject to Rule 13e-4. |
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☐ |
going-private transaction subject to Rule 13e-3. |
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☐ |
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:
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☐ |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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☐ |
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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INTRODUCTORY STATEMENT
This Amendment No. 2 to Schedule TO (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule
TO that was initially filed by MakeMyTrip Limited (the “Company”) on January 17, 2024 (the “Schedule TO”) relating to the Company’s 0.00% Convertible Senior Notes due 2028 (the “Notes”), as amended by
Amendment No. 1 filed with the Securities Exchange Commission (“SEC”) on January 31, 2024. This Amendment No. 2 relates to the final results of the Company’s repurchase of the Notes that have been validly surrendered
for repurchase and not withdrawn pursuant to the Company’s Notice to the holders of the Notes (the “Holders”) dated January 17, 2024 (the “Repurchase Right Notice”). The information contained in the Schedule TO,
including the Repurchase Right Notice, as supplemented and amended by the information contained in Item 11 below, is incorporated herein by reference. Except as specifically provided herein, this Amendment No. 2 does not modify any of the
information previously reported on the Schedule TO.
This Amendment No. 2 amends and supplements Schedule TO as set forth below and
constitutes the final amendment to the Schedule TO. This Amendment No. 2 is intended to satisfy the disclosure requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented to include the following information:
The repurchase right offer expired at 11:59 p.m. Eastern Time, on Tuesday, February 13, 2024 (the “Expiration Date”). The
Company has been advised by The Bank of New York Mellon, as paying agent (the “Paying Agent”), that pursuant to the terms of the Repurchase Right Notice, none of the Notes were surrendered through the facilities of, and in accordance with
the procedures of, the Depository Trust Company’s (“DTC”) Automated Tender Offer Program (“ATOP”) for repurchase as of the Expiration Date. As of the Expiration Date, no Notes are held in the certificated non-global form. As none of the Notes were surrendered for repurchase as of the Expiration Date, the aggregate amount of the Repurchase Price is nil. As of February 15, 2024, US$ 230,000,000 aggregate
principal amount of the Notes remain outstanding and continue to be subject to the existing terms of the Indenture and the Notes.
ITEM 12. EXHIBITS.
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| (a)(1)* |
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Repurchase Right Notice to Holders of 0.00% Convertible Senior Notes due 2028 issued by the Company, dated as of January 17, 2024.
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| (a)(1)(A)* |
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Repurchase Right Notice to Holders of 0.00% Convertible Senior Notes due 2028 issued by the Company, dated as of January
17, 2024 (as amended by Amendment No. 1 to the Company’s Schedule TO-1 dated as of January 31, 2024). |
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| (a)(5)(A)* |
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Press Release issued by the Company, dated as of January 17, 2024. |
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| (a)(5)(B)† |
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Press Release issued by the Company, dated as of February 15, 2024. |
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| (b) |
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Not applicable. |
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| (d)* |
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Indenture, dated as of February
9, 2021, between the Company and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 99.1 to the Company’s Form 6-K (File No.
001-34837) filed with the Securities and Exchange Commission on February 9, 2021). |
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| (g) |
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Not applicable. |
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| (h) |
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Not applicable. |
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| 107† |
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Filing Fee Table. |
1
SIGNATURE
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.
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| MakeMyTrip Limited |
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| By: |
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/s/ Rajesh Magow |
| Name: |
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Rajesh Magow |
| Title: |
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Group Chief Executive Officer |
Dated: February 15, 2024
2
Exhibit (a)(5)(B)
MakeMyTrip Limited Announces Completion of the Repurchase Right Offer for Its 0.00% Convertible
Senior Notes due 2028
GURUGRAM, India,
February 15, 2024— MakeMyTrip Limited (“MakeMyTrip” or the “Company”) (NASDAQ: MMYT), a leading travel service provider in India, today announced that it has completed its previously announced repurchase right offer
relating to its 0.00% Convertible Senior Notes due 2028 (CUSIP No. 56087F AB0) (the “Notes”). The repurchase right offer expired at 11:59 p.m. Eastern Time, on Tuesday, February 13, 2024. None of the noteholders exercised their
repurchase right, and no Notes were surrendered for repurchase.
Materials filed with the SEC will be available electronically without charge at the
SEC’s website, http://www.sec.gov. Documents filed with the SEC may also be obtained without charge at the Company’s website, https://investors.makemytrip.com/investors/financials.
About MakeMyTrip Limited
MakeMyTrip Limited is
India’s leading travel group operating well-recognized travel brands including MakeMyTrip, Goibibo and redBus. Through our primary websites www.makemytrip.com, www.goibibo.com, www.redbus.in, and mobile platforms, travellers can research, plan
and book a wide range of travel services and products in India as well as overseas. Our services and products include air ticketing, hotel and alternative accommodations bookings, holiday planning and packaging, rail ticketing, bus ticketing, car
hire and ancillary travel requirements such as facilitating access to third-party travel insurance, visa processing and foreign exchange.
We provide our
customers with access to all major domestic full-service and low-cost airlines operating in India and all major airlines operating to and from India, a comprehensive set of domestic accommodation properties in
India and a wide selection of properties outside of India, Indian Railways and all major Indian bus operators. For more information, visit https://www.makemytrip.com/about-us/company_profile.php.
For investor and media inquiries, please contact:
MakeMyTrip Limited
Investor Relations
Tel: 1-800-962-4284 (Toll Free US); 781-575-3120 (Outside of US)
Email:
vipul.garg@go-mmt.com
Source: MakeMyTrip
Exhibit 107(b)
Calculation of Filing Fee Tables
Schedule TO
(Amendment No. 2)
(Form Type)
MakeMyTrip
Limited
(Name of Issuer)
Table 1 – Transaction Valuation
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Transaction
Valuation |
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Fee
Rate |
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Amount of
Filing Fee |
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| Fees to Be
Paid |
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$ — |
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— |
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| Fees Previously
Paid |
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230,000,000.00(1) |
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0.01476%(2) |
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33,948.00(2) |
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Total Transaction Valuation |
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$ 230,000,000.00 |
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Total Fees Due for Filing |
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$ 33,948.00(2) |
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Total Fees Previously Paid |
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33,948.00(2) |
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| Total Fee
Offsets |
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— |
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Net Fee Due |
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$ — |
| (1) |
Calculated solely for purposes of determining the filing fee. The purchase price of the 0.00% Convertible
Senior Notes due 2028 (the “Notes”), as described herein, is US$1,000 per US$1,000 principal amount outstanding. As of February 15, 2024 there was US$230,000,000.00 aggregate principal amount of Notes outstanding, resulting in an
aggregate maximum purchase price of US$230,000,000.00 (excluding any accrued and unpaid special interest, if and to the extent such special interest is payable pursuant to the terms of the Indenture). |
| (2) |
The filing fee of $33,948.00 was previously paid in connection with the filing of the Tender Offer Statement on
Schedule TO on January 17, 2024 by MakeMyTrip Limited (File No. 005-85619). The amount of the filing fee was calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, and equals US$147.60 for each US$1,000,000 of the value of the transaction. |
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