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Item 1.01.
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Entry into a Material Definitive Agreement
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General
On September 27, 2016,
Terrapin 3 Acquisition Corporation (the “
Company
”), Yatra Online, Inc. (“
Yatra
”), T3 Parent
Corp. (“
TRTL Parent
”), T3 Merger Sub Corp. (“
TRTL Merger Sub
”), MIHI LLC (“
MIHI
”)
and Shareholder Representative Services LLC, solely in its capacity as the Shareholders’ Representative, entered into an
Amended and Restated Business Combination Agreement (the “
Business Combination Agreement
”), providing for the
combination of the Company and Yatra (the “
Transaction
”) pursuant to which the Company will become a partially-owned
subsidiary of Yatra, a Cayman Islands exempted company limited by shares. The Business Combination Agreement amends and restates
the previously announced business combination agreement among the parties, dated July 13, 2016 (the “
Original Business
Combination Agreement
”). The amendments to the Original Business Combination Agreement, as reflected in the Business
Combination Agreement, do not impact the relative economic rights of the parties thereto.
As a result of the
Transaction: (i) the holders of the Company’s Class A common stock, par value $0.0001 per share (“
Class A Common
Stock
”), will receive one ordinary share, par value $0.0001 per share, of Yatra (the “
Yatra Ordinary Shares
”)
in exchange for each share of Class A Common Stock held by them; (ii) the holders of the Company’s Class F common stock,
par value $0.0001 per share (“
Class F Common Stock
”), will retain their shares of Class F Common Stock in the
Company, and will also receive one Class F Share, par value $0.0001 per share, of Yatra (the “
Yatra Class F Shares
”)
for each share of Class F Common Stock held by them; and (iii) the holders of Yatra Ordinary Shares will continue to hold one Ordinary
Share for each Ordinary Share held by them. The Yatra Class F Shares will be voting shares only and have no economic rights. Commencing
11 months following the consummation of the Transaction, the holders of Class F Common Stock will be entitled to exchange their
shares of Class F Common Stock for Yatra Ordinary Shares (on a share for share basis) and, upon such exchange, an equal number
of Yatra Class F Shares held by the exchanging shareholder will be converted by Yatra into 0.00001 of an Ordinary Share for each
Class F Share converted. Each of the Company’s outstanding warrants will, as a result of the Transaction, cease to represent
a right to acquire shares of Class A Common Stock and will instead represent the right to acquire the same number of Yatra Ordinary
Shares, at the same exercise price and on the same terms as in effect immediately prior to the closing of the Transaction (the
“
Converted Warrants
”). In connection with the Transaction, Yatra intends to apply to list the Yatra Ordinary
Shares and Converted Warrants on The NASDAQ Stock Market (“
NASDAQ
”).
The Business Combination Agreement
The Mergers
The Business Combination
Agreement provides for two mergers: (i) first, TRTL Merger Sub will merge with and into the Company (the “
First Merger
”),
with the Company surviving the First Merger as a partially owned subsidiary of TRTL Parent; and (ii) second, immediately following
the consummation of the First Merger, TRTL Parent will merge with and into Yatra (such merger, the “
Second Merger
,”
and together with the First Merger, the “
Mergers
”), with Yatra surviving the Second Merger and the Company becoming
a partially owned subsidiary of Yatra.
Merger Consideration
Each share of Class
A Common Stock issued and outstanding immediately prior to the effective time of the Mergers (other than redeemed shares), will
be automatically converted into one Yatra Ordinary Share.
Each share of Class
F Common Stock issued and outstanding immediately prior to the effective time of the Mergers will remain outstanding as a share
of Class F Common Stock, and each holder of Class F Common Stock will also receive one Yatra Class F Share for each share of Class
F Common Stock held by such holder. The Yatra Class F Shares will be voting shares only and have no economic rights. Following
the consummation of the Transaction, the holders of Class F Common Stock will be entitled to exchange their shares of Class F Common
Stock for Yatra Ordinary Shares (on a share for share basis) and, upon such exchange, an equal number of Yatra Class F Shares held
by the exchanging shareholder will be converted by Yatra into 0.00001 of an Ordinary Share for each Yatra Class F Share converted.
Each of the Company’s
outstanding warrants will, as a result of the Transaction, cease to represent a right to acquire shares of Class A Common Stock
and will instead represent the right to acquire the same number of Yatra Ordinary Shares, at the same exercise price and on the
same terms as in effect immediately prior to the closing of the Transaction.
Each Yatra Ordinary
Share certificate will, as a result of the Transaction, be automatically deemed to be substituted by one Yatra Ordinary Share certificate
registered pursuant to an effective registration statement on Form F-4 of Yatra filed with the U.S. Securities and Exchange Commission
(the “
SEC
”).
Board of Directors
The Business Combination
Agreement provides that, upon the consummation of the Mergers, Yatra’s board of directors will be comprised of no more than
eight directors, at least a majority of whom will qualify as independent directors under the rules promulgated by NASDAQ. Yatra’s
board of directors will be divided into three classes. Certain of Yatra’s shareholders, MIHI, Apple Orange LLC, Noyac Path
LLC, Periscope, LLC, Terrapin Partners Employee Partnership 3, LLC and Terrapin Partners Green Employee Partnership, LLC, will
have the right to designate three, one in each of the three classes. Yatra will have the right to designate five individuals to
be nominated for election to serve as directors, which individuals will also be in each of the three classes.
A copy of the Business
Combination Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and
the foregoing description of the Business Combination Agreement is qualified in its entirety by reference thereto. The Business
Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the
date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were
made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed
to by the parties in connection with negotiating such contract. The representations, warranties and covenants in the Business Combination
Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are
subject to a contractual standard of materiality different from that generally applicable to stockholders and are used for the
purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that these schedules
contain information that is material to an investment decision.