SCHEDULE 13D/A: Trip.com Group Reduces Stake in MakeMyTrip Through $3 Billion Share Repurchase

Trip.com Group Limited has significantly reduced its beneficial ownership in MakeMyTrip Limited by selling 34.37 million Class B Shares for approximately $3.0 billion, while remaining the largest minority shareholder.

Summary

• Trip.com Group Limited (Reporting Person) entered into an Amended and Restated Share Repurchase Agreement with MakeMyTrip Limited (Issuer) on June 23, 2025.
• Under the agreement, Trip.com Group agreed to sell, and MakeMyTrip agreed to purchase, 34,372,221 Class B Shares.
• The aggregate consideration for the repurchase is approximately US$3.0 billion.
• MakeMyTrip funded the repurchase through an offering of convertible senior notes and an underwritten public offering of Ordinary Shares.
• Following the repurchase, Trip.com Group's beneficial ownership in MakeMyTrip will be 16,069,384 shares, representing 16.90% of the class.
• This beneficial ownership includes 10,773,694 Ordinary Shares and 5,295,690 Class B Shares.
• Trip.com Group will remain the largest minority shareholder of MakeMyTrip.

Sentiment

Score: 7

Explanation: The transaction is a strategic portfolio optimization for Trip.com and a significant capital event for MakeMyTrip. While the capital raise for MakeMyTrip introduces potential dilution and debt, the repurchase itself can be seen as a positive for shareholder value if executed well. For Trip.com, it's a clear move to optimize returns. The overall sentiment is moderately positive due to strategic alignment and portfolio optimization, despite the funding implications for MakeMyTrip.

Positives

• Trip.com Group is optimizing its investment portfolio and enhancing shareholder returns through the sale.
• MakeMyTrip is repurchasing shares, which can be a positive signal for shareholder value if done strategically.
• Trip.com Group will continue to support MakeMyTrip's growth as the largest minority shareholder, indicating ongoing strategic alignment.

Negatives

• MakeMyTrip funded the repurchase through new offerings (convertible senior notes and public offering of Ordinary Shares), which could lead to dilution for existing shareholders from the equity offering and increased debt/potential future dilution from the convertible notes.

Risks

• Potential dilution for existing MakeMyTrip shareholders due to the underwritten public offering of Ordinary Shares.
• Increased financial leverage for MakeMyTrip due to the offering of convertible senior notes.

Future Outlook

Trip.com Group Limited intends to continue supporting the growth of MakeMyTrip Limited, maintaining its position as the largest minority shareholder.

Management Comments

• The Reporting Person entered into the Amended and Restated Share Repurchase Agreement as 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 adjustment by Trip.com Group, a major global online travel agency, in its investment in MakeMyTrip, a leading online travel company in India. Such large-scale share repurchases and associated capital raises are significant events in the online travel sector, potentially impacting market valuations and competitive dynamics.

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 is a significant shareholder of MakeMyTrip.

Stakeholder Impact

• Shareholders (Trip.com Group): Expected to benefit from optimized investment portfolio and enhanced shareholder returns.
• Shareholders (MakeMyTrip Limited): Potential dilution from the public offering of Ordinary Shares and potential future dilution from convertible senior notes. The share repurchase itself could be accretive to EPS if the shares are retired.
• Creditors (MakeMyTrip Limited): Increased debt from convertible senior notes offering.

Next Steps

• Completion of the share repurchase by MakeMyTrip from Trip.com Group.
• Integration of the newly issued convertible senior notes and Ordinary Shares into MakeMyTrip's capital structure.

Key Dates

Keywords

MakeMyTrip Limited, Trip.com Group Limited, Share Repurchase, Schedule 13D/A, Beneficial Ownership, Class B Shares, Convertible Senior Notes, Public Offering, Investment Portfolio Optimization, Shareholder Returns, Travel Industry