SCHEDULE 13D/A: Trip.com Group to Reduce Stake in MakeMyTrip Through Strategic Share Repurchase and Capital Raises

Trip.com Group Limited has entered into an agreement to sell a portion of its Class B Shares in MakeMyTrip Limited, aiming to optimize its investment portfolio while MakeMyTrip funds the repurchase through new share and convertible note offerings.

Summary

• Trip.com Group Limited (the "Reporting Person") and MakeMyTrip Limited (the "Issuer") entered into a Share Repurchase Agreement on June 16, 2025.
• Under this agreement, Trip.com Group will sell a portion of its Class B Shares to MakeMyTrip Limited.
• MakeMyTrip Limited plans to fund the repurchase through a Convertible Senior Notes Offering and an underwritten Public Offering of Ordinary Shares (the "Primary Share Offering").
• MakeMyTrip Limited may also use up to $200,000,000 of its cash if the net proceeds from the offerings are insufficient to cover the repurchase.
• The repurchase price per Class B Share is set at the Primary Share Offering price (US$90.00) minus underwriting discounts and commissions.
• The completion of the share repurchase is contingent upon the successful closing of both the Convertible Senior Notes Offering and the Primary Share Offering.
• Following the repurchase, Trip.com Group Limited's total voting power in MakeMyTrip Limited is expected to be 19.99%, with a potential range of 16.90% to 19.99% if underwriters and initial purchasers fully exercise their options.
• Trip.com Group Limited will remain the largest minority shareholder of MakeMyTrip Limited and intends to continue supporting its growth.

Sentiment

Score: 7

Explanation: The transaction appears to be a strategic and mutually beneficial arrangement. Trip.com Group Limited is optimizing its portfolio while maintaining a significant stake, and MakeMyTrip Limited is managing its capital structure. The contingencies related to the offerings introduce some minor uncertainty, but the overall tone is one of planned execution.

Positives

• Trip.com Group Limited is optimizing its investment portfolio and enhancing shareholder returns through the partial divestment of its stake.
• Trip.com Group Limited will maintain a significant strategic position as the largest minority shareholder, indicating continued support for MakeMyTrip Limited's growth.
• MakeMyTrip Limited is undertaking a share repurchase, which can be a positive signal for capital management and potentially enhance earnings per share for remaining shareholders.

Negatives

• The share repurchase is contingent on the successful execution and closing of both the Convertible Senior Notes Offering and the Primary Share Offering, introducing execution risk.
• MakeMyTrip Limited may need to utilize up to $200,000,000 of its cash reserves if the proceeds from the offerings are insufficient, which could impact its liquidity.
• The Primary Share Offering, expected to issue 18,400,000 Ordinary Shares, will result in dilution for existing MakeMyTrip Limited shareholders.

Risks

• The closing of the share repurchase is contingent upon the successful closing of both the Convertible Senior Notes Offering and the Primary Share Offering.
• MakeMyTrip Limited may need to utilize up to $200,000,000 of its cash if the net proceeds from the offerings are insufficient, potentially impacting its financial flexibility.
• The final percentage of Trip.com Group Limited's beneficial ownership could vary between 16.90% and 19.99% depending on the exercise of options by underwriters and initial purchasers.

Future Outlook

The filing indicates that Trip.com Group Limited intends to remain the largest minority shareholder of MakeMyTrip Limited and will continue to support its growth. The final beneficial ownership percentage for Trip.com Group Limited is subject to potential adjustments based on the exercise of options by underwriters and initial purchasers in the associated offerings, potentially ranging from 16.90% to 19.99%.

Management Comments

• "The Reporting Person entered into the Share Repurchase Agreement as a part of its efforts to optimize investment portfolio and enhance shareholder returns."
• "Following completion of the Repurchase, the Reporting Person will remain the largest minority shareholder of the Issuer and continue to support the growth of the Issuer."

Industry Context

This transaction reflects a strategic portfolio optimization by a major global online travel service provider (Trip.com Group) in a leading online travel agency (MakeMyTrip Limited). Such moves are common in mature industries where large investors may rebalance their holdings while maintaining strategic influence. The use of convertible notes and public offerings to fund a share repurchase is a common financing strategy for companies seeking to manage their capital structure and shareholder base.

Related Party Transactions

• The Share Repurchase Agreement between MakeMyTrip Limited and Trip.com Group Limited can be considered a related party transaction, as Trip.com Group Limited is a significant shareholder of MakeMyTrip Limited.

Stakeholder Impact

• Shareholders (MakeMyTrip Limited): Potential dilution from the Primary Share Offering, but also potential benefit from the share repurchase reducing outstanding shares and optimizing capital structure.
• Shareholders (Trip.com Group Limited): Optimization of investment portfolio and enhancement of shareholder returns through partial divestment.
• Creditors (MakeMyTrip Limited): Impact from the Convertible Senior Notes Offering, which will increase the company's debt.

Next Steps

• Closing of the Convertible Senior Notes Offering by MakeMyTrip Limited.
• Closing of the Primary Share Offering by MakeMyTrip Limited.
• Completion of the share repurchase by MakeMyTrip Limited from Trip.com Group Limited.
• Potential exercise of options by underwriters and initial purchasers, which could further adjust Trip.com Group Limited's beneficial ownership.

Key Dates

Recommendation

Keywords

MakeMyTrip Limited, Trip.com Group Limited, Share Repurchase Agreement, Convertible Senior Notes Offering, Primary Share Offering, Beneficial Ownership, SEC filing, Schedule 13D, Investment Portfolio Optimization, Shareholder Returns, Class B Shares, Ordinary Shares, Travel Services