Terrapin 3 Acquisition Corp. (TRTL) , Yatra Online Enter $218M Merger Agreement

Yatra Online, Inc. ("Yatra"), a rapidly growing India-based online travel agent, and Terrapin 3 Acquisition Corporation (NASDAQ: TRTL; "TRTL"), announced that they have entered into a definitive agreement to combine in a transaction that values Yatra at an enterprise value of $218 million. Yatra is one of the fastest growing consumer travel platforms and online travel agents in India with more than 4 million customers. TRTL is a special purpose acquisition company formed for the purpose of effecting a merger, acquisition, or similar business combination. Yatra will be the surviving company in the transaction and intends to be listed on the NASDAQ Stock Market under the symbol "YTRA" following completion of the transaction. The combined company will continue to be led by Yatra's experienced management team under the leadership of chief executive and co-founder Dhruv Shringi.

Launched in August 2006, Yatra, through its yatra.com website, is a one-stop online shop for all travel-related services aimed at both leisure and business travelers in India. A leading consolidator of travel products, Yatra provides reservation connectivity for more than 60,000 hotels in India, a larger network than any other Indian online travel agent. Positioned as a brand that believes in "creating happy travelers," yatra.com provides information, pricing, and booking capability for domestic Indian and international air travel, hotel bookings, holiday packages, and bus and railway reservations, all designed to make business and leisure travel easier and more affordable. Customers can access yatra.com from their desktop or mobile browsers, via Yatra's mobile applications, a 24x7 multi-language call center, and a countrywide network of Holiday Lounges and Yatra Travel Express store locations.

Yatra customers booked more than 2.8 million air travel reservations and hotel stays with total transaction value worth more than $900 million (at current exchange rates) during their fiscal year ended March 2016, an increase of 25% from the prior year (at constant currency rates) with 74% of transactions coming from repeat clients who return to book more travel.

"We are excited to partner with TRTL in a transaction that we believe will enable Yatra to continue its growth as a new public company," said Mr. Shringi. "This transaction gives us substantial additional resources to support our growth and the continued improvement of our integrated online and mobile platforms. We look forward to expanding our already extensive network of domestic and international partnerships with hotels, airlines, car services, and tour package promoters, as well as further strengthening our brand presence and technology platform."

Nathan Leight, Chairman of the board of TRTL, said, "We created TRTL with the express purpose of partnering with a company that would benefit from a public listing, could utilize our cash resources for growth and generate long-term returns for our shareholders. Yatra has the broadest brand recognition of any online travel agent in India. The infrastructure required to compete in India as an online travel agent represents a significant barrier to market entry. With its high level of brand recognition, large hotel network, significant investment in technology, and deep management experience in this sector, we believe Yatra has created tremendous competitive advantages. Not only is India one of the fastest growing economies in the world, business and leisure travel are among the fastest growing parts of its economy. Adding to that India's tremendous socio-economic trends toward urbanization and the rapid adoption of e-commerce and smartphone use by a population with increasing amounts of disposable income, we are excited about Yatra's prospects. We believe our combination will provide substantial new resources to position the company for accelerated future growth."

Yatra's current key investors include leading U.S. and Indian venture capital firms and Indian strategic investors. This group will continue to own approximately a third or more of Yatra upon the consummation of the business combination.

Promod Haque, Senior Managing Partner at Norwest Venture Partners, said, "We are delighted to have TRTL on board in combination with Yatra. This transaction will provide Yatra with significant resources to further strengthen its presence as one of the leading players in the fast growing Indian online travel market. We believe that the online travel market in India has a long runway of future growth with the key drivers of increasing prosperity, smartphone penetration and internet access across broad sections of the population. With its strong brand awareness and robust technology platform, Yatra is perfectly positioned to leverage the additional resources from this transaction to grow the business at an even faster pace going forward."

Summary of Transaction

TRTL raised $212.75 million in its IPO which is now held in a trust account. MIHI LLC, an affiliate of Macquarie Capital ("MIHI") has committed to purchase an additional $20 million of TRTL equity as part of the transaction. Under the terms of the proposed transaction, it is estimated that the current shareholders of Yatra will continue to own at least 35% of the issued and outstanding shares in the combined company. The first $100 million of cash (including MIHI's $20 million forward purchase) will be allocated entirely to the combined company's balance sheet and to pay transaction expenses. Any amount greater than $100 million available from TRTL will then be allocated 80% to current Yatra shareholders and 20% as cash to the combined company's balance sheet. Cash payments to current Yatra shareholders will be capped at $80 million.

In addition, existing shareholders of Yatra may receive additional consideration of up to $35 million upon the achievement of certain financial objectives during the 18 months after closing.

In order to facilitate the transaction, TRTL's sponsors have agreed to reduce by half the number of founder shares that they would have otherwise had at closing and MIHI has agreed commensurately to reduce the amount of its forward purchase of TRTL shares, made at the time of TRTL's initial public offering, from $40 million to $20 million.

The boards of directors of both TRTL and Yatra have approved the proposed transaction. Completion of the transaction, which is expected in October 2016, is subject to approval by TRTL stockholders and other customary closing conditions.

Deutsche Bank Securities Inc. is acting as TRTL's capital markets advisor. Greenberg Traurig, LLP and Ellenoff Grossman & Schole LLP are representing TRTL. Goodwin Procter LLP is representing Yatra.

The description of the business combination contained herein is only a summary and is qualified in its entirety by the reference to the definitive agreements relating to the transaction, copies of which will be filed by TRTL with the Securities and Exchange Commission (SEC) as exhibits to a Current Report on Form 8-K.

Conference Call Scheduled

TRTL will host a conference call to discuss the proposed business combination with the investment community on Thursday, July 14, 2016 at 10:00 a.m. EDT. Investors may listen to the conference call by dialing (855) 729-4767 toll free in the U.S. or +1 (615) 489-8573 internationally. A replay of the call will be available beginning July 14, 2016 at 1:00 p.m. EDT and ending July 21, 2016 at 11:59 p.m. EDT by dialing (866) 247-4222 and entering Conference ID: 49307209. The presentation slides will be available at the following web address beginning July 14 at 10:00 a.m. EDT and ending July 14 at 11:30 a.m. EDT: http://www.netroadshow.com/. Investors should select "Guest Login" at the top left corner and entering their e-mail address and deal entry code "yatra1" in order to view the presentation slides.

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