MakeMyTrip Upsizes Offering to 16M Shares (From Prior 14M) at $90 Each, Plans $1.25B Bond Sale To Buy Back Stock From Trip.com

MakeMyTrip Ltd (NASDAQ:MMYT, the "Company" or "MakeMyTrip")), the "Company" or "MakeMyTrip"), today announced the upsize and pricing of its previously announced underwritten registered public offering (the "Primary Equity Offering") of ordinary shares of the Company, par value US$0.0005 per share (the "Primary Shares"). The size of the offering increased from the previously announced offering of 14,000,000 ordinary shares to 16,000,000 ordinary shares, at an offering price of US$90 per ordinary share. The underwriters have been granted a 13-day option to purchase up to 2,400,000 additional ordinary shares. The Primary Equity Offering is expected to close on June 23, 2025, subject to customary closing conditions.

The Company also announced today by separate press release the pricing of an offering of 0.00% convertible senior notes in an aggregate principal amount of US$1.25 billion due 2030 (the "Notes Offering") in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Company has granted the initial purchasers in the Notes Offering an option to purchase up to an additional US$187.5 million in aggregate principal amount of the Notes, exercisable for settlement within a 13-day period, beginning on, and including, the first date on which the Notes are issued.

MakeMyTrip estimates that the net proceeds from the Primary Equity Offering will be approximately US$1.41 billion, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by the Company (or approximately US$1.62 billion if underwriters exercise in full their option to purchase additional ordinary shares). The Company plans to use all of the net proceeds from the Primary Equity Offering and the Notes Offering for the Repurchase (as described below) of a portion of the Class B shares of the Company from Trip.com Group Limited ("Trip.com").

Repurchase

MakeMyTrip plans to use all of the net proceeds from the Primary Equity Offering and the Notes Offering to repurchase a portion of its Class B shares from Trip.com at a price per Class B share based on the offering price per ordinary share in the Primary Equity Offering after deducting underwriting discounts and commissions per ordinary share in the Primary Equity Offering (such transaction, the "Repurchase"). The Repurchase will be made pursuant to the Share Repurchase Agreement entered into on June 16, 2025 between MakeMyTrip and Trip.com.