EFTA01369692.pdf

TERRAPIN ACQUISITION if CORPORATION Terrapin 3 Acquisition Corp. announces acquisition of typtac9.2,-; Yatra Online, Inc. for $218mm Deutsche Bank served as the Transaction overview Company overview lead Capital Markets for Terrapin • On July 13. 2016. Terrapin 3 Acquisition Corp (-TRTL") and Yatra Online. • Yatra is a ono-stop online shop for all traychrelated seances aimed at both 3 Acquisiton Corp ('TRTL*) on Inc announced the signing of a definitive merger agreement. whereby TRTL leisure and business travel in India its $218mm acquisition of Yatra )roll acquire Yatra at an enterprise value of $218mm, representing 3 Ox - Launched in 2006 and has garnered 4 3mm customers and 74% repeat Online, Inc ("Yatra") FY2017E net revenue and 2 lx FY2018E net revenue transactions In July 2014, Deutsche Bank • Of the pro-forma company. Yatra's existing shareholders will retain 34% • Projected FY2017E net revenue of $84mm and FY2018E net revenue of ownership. TRTL's pubic shareholders will hold 53%, TRTL founders will 3120mm, representing transaction valuation at meaningful discounts to peers acted as the sole bookrunner on hold 8%, and Macquarie Capital will hold 5% TRTL's $213mm IPO • Company wellpositioned to take advantage of compelling growth tailwinds • The first 5100mm of cash in the transaction is allocated to repay outstanding fueled by India's macroeconomic trends. a burgeoning travel market. debt and pay transaction fees, with the remainder allocated as cash on increased leisure spending, and untapped penetration of the online and PF caplbI,ea6on A in wan) Yatra's balance sheet mobile travel market in India PF shins (mm) toe • Yatra has invested heavily in innovation, successfully building a multi-app Total eqtdy value EC2 - 80% of any amount received above 5100mm will be paid to the current platform for specific consumer segments in 2013 The mobile app crossed Yalta shareholders, and remaining amount as cash to Yatra's balance 6mm dovmloads in June. and 57% booking traffic is through mobile PF net cash 2, 0 sheet PF enterprise value $254 • The company has the largest Indian hotel inventory with -61.000 hotels • Macquarie Capital has committed $20mm in a forward purchase agreement, (49,003 of which are in the budget category) in 750 cities and tovms EV i 20l7E Nat Rev 3 Ox to be funded upon business combination EV/2018E Net Rev. 21x • Industry leader with an entrenched domestic footprint that can boast #1 in brand awareness and #6 in consumer trust for travel companies • Yatra's management vNl continue to operate the business post-transaction sou.. L u-ar, =ea Market landscape and growth opportunities Investment highlights Same. of cash TERRAPIN'43 Exiling cash In tear 212 8 itCOUlailitak*ConirOPATIOni tyatra .c, Leading Indian online travel agency with strong brand recognition mac/quart twd moonrise 200 Sloth consideration 143 8 0 Attractive market with rapid geographical and industry growth trends Total sources 3765 USeS of teal Unique business model with high barriers to entry Tech treiwfn Lenore 0 Gn*Mt : Storming Cash to existing owners 800 ItiniVillty ul sv•!-I e4ail nu,kei tatwind C.L.)IYiltr:I< I) lira pct Debt repayment 60 Integrated online and multi-app mobile platform 0 Cash to balance sheet 136.8 •Smarlphone .40% growth .18% growth Culbound •Greater than Fees and expenses 100 penetration in rate since tourism doubled, 8% annual GDP Largest domestic hotel network with a focus on budget hotels 17% discretionary 0 Stock considers:Ion 143.8 2013 domestic: tripled growth gndia has the purchases •Expecled since 2008 •Numter 4 in Total uses $76.5 second largest between -16% •YTO passenger GDP purchasing ‘olurne of 2000 and Experienced management team with track record d delivering growth through 2020 growth >20% power 0 egernel users 2010 Deutsche Bank (a) Assumes 100% of cash-in-trust remains at close of transaction. 5 Sauce: POW (slings Corporate Banking Z. Securities CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062122 CONFIDENTIAL SDNY_GM_00208306 EFTA01369692