UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
———————————
Form 8-K
———————————
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 12, 2016
———————————
TERRAPIN 3 ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
———————————
| Delaware | 001-36547 | 46-4388636 |
| (State or other jurisdiction of incorporation) | (Commission File Number) |
(IRS Employer Identification Number) |
c/o Terrapin Partners, LLC
1700 Broadway, 18th Floor
New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
(212) 710-4100
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
———————————
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 12, 2016, Terrapin 3 Acquisition Corporation (the “Company”) held a special meeting of stockholders (the “Meeting”). At the Meeting, the stockholders approved the following items: (i) a proposal to approve the adoption of the Amended and Restated Business Combination Agreement, dated as of September 28, 2016, by and among Yatra Online, Inc. (“Yatra”), T3 Parent Corp., T3 Merger Sub Corp., the Company, MIHI LLC (solely for the purposes set forth therein) and Shareholder Representative Services LLC, and the First Merger described therein (the “Business Combination Proposal”) and (ii) a proposal to approve the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based on the tabulated vote at the time of the special meeting, there were not sufficient votes to approve the Business Combination Proposal (the “Adjournment Proposal”). The affirmative vote of a majority of the outstanding shares of the Company’s common stock was required to approve the Business Combination Proposal. The affirmative vote of a majority of the votes cast thereon at the Meeting was required to approve the Adjournment Proposal.
Set forth below are the final voting results for each of the proposals:
Business Combination Proposal
The Business Combination Proposal was approved. The voting results of the shares of the Company’s common stock were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||
| 12,642,556 | 615,836 | 0 | 0 |
Adjournment Proposal
The Adjournment Proposal was approved. The voting results of the shares of the Company’s common stock were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||
| 11,946,456 | 1,315,836 | 100 | 0 |
Item 8.01. Other Events.
On December 13, 2016, the Company issued a press release announcing the approval of the Business Combination Proposal and the proposed business combination between the Company and Yatra contemplated thereby. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release, dated December 13, 2016 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TERRAPIN 3 ACQUISITION CORPORATION | |||
| By: | /s/ Sanjay Arora | ||
| Name: | Sanjay Arora | ||
| Title: | Chief Executive Officer | ||
Date: December 14, 2016
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release, dated December 13, 2016 |
Exhibit 99.1
Terrapin 3 Acquisition Corporation Stockholders Approve Business Combination With Yatra Online, Inc.
NEW YORK and Gurgaon, India, December 13, 2016 /PRNewswire/
Terrapin 3 Acquisition Corporation (NASDAQ: TRTL, “TRTL”) announced today that TRTL’s stockholders have voted to approve the proposed business combination (the “Transaction”) with Yatra Online, Inc. (“Yatra”), which will result in TRTL becoming a partially owned subsidiary of Yatra, and all of the funds retained by TRTL after satisfaction of redemption requests becoming available for use by Yatra. TRTL’s board of directors previously approved the Transaction. 82.86% of the outstanding shares entitled to vote voted to approve the Transaction.
The Transaction is anticipated to close on or about Thursday, December 15, 2016. Upon closing, TRTL will become a partially owned subsidiary of Yatra as of that same date. Following the closing of the Transaction, the combined company’s common stock is expected to be listed on NASDAQ under the ticker symbol “YTRA”.
About Yatra
Yatra is one of the fastest growing consumer travel platforms and the second largest online travel agency in India, one of the
fastest growing economies in the world. Founded in 2006 by venture capital firms and experienced travel industry and technology
executives, Yatra is a leading consolidator of travel products. Yatra has India’s largest hotel network of 61,000 hotels.
With more than four million customers, Yatra has emerged as the most trusted eCommerce travel brand in India, as ranked by The
Economic Times. To further accelerate its growth, Yatra has entered into a strategic relationship with an affiliate of Reliance
Industries Limited, one of India’s largest conglomerates, in which Yatra’s mobile app will be pre-installed on up to
35 million Reliance Jio LYF smartphones over the course of the next 36 months as Reliance launches one of India’s largest
4G mobile networks.
About Terrapin and Terrapin 3 Acquisition Corporation
Terrapin directly invests in private equity and venture capital transactions, and its affiliates oversee investments in alternative
asset managers, and engage in direct lending to new ventures and established businesses spanning a wide variety of industries.
Terrapin transactions range in size from less than $1 million to more than $1.5 billion. Terrapin was established in 1997 and has
offices in New York City and Miami.
TRTL is a special purpose acquisition company (“SPAC”) formed for the purpose of effecting a merger, acquisition, or similar business combination. TRTL was founded by Nathan Leight and was co-sponsored by affiliates of Terrapin Partners, LLC and affiliates of Macquarie Group Limited. TRTL is Mr. Leight’s and the Terrapin team’s third SPAC. Terrapin’s first SPAC became Great Lakes Dredge and Dock Corporation, the nation’s largest dredging company, in a transaction of approximately $414 million. Terrapin’s second SPAC became Boise Inc., the nation’s third largest paper company, in a transaction of approximately $1.6 billion.
About Macquarie and Macquarie Capital
Macquarie Group (“Macquarie”) is a global provider of banking, financial, advisory, investment and funds management
services. Macquarie's main business focus is making returns by providing a diversified range of services to clients. Macquarie
acts on behalf of institutional, corporate and retail clients and counterparties around the world. Founded in 1969, Macquarie operates
in more than 70 office locations in 27 countries. Macquarie employs approximately 13,800 people and has assets under management
of over $377billion (as of September 30, 2016).
Macquarie Capital comprises Macquarie Group's corporate advisory, capital markets and principal investing capabilities. Macquarie Capital's expertise spans a variety of industry sectors, including telecommunications, media, entertainment, gaming, financial institutions, industrials, energy, resources, real estate, infrastructure, utilities and renewables.
Safe Harbor Language
This press release includes certain forward-looking statements, including statements regarding the expected effects on TRTL and Yatra of the Transaction, the anticipated timing and benefits of the Transaction, the anticipated standalone or combined financial results of TRTL or Yatra, the anticipated future growth of Yatra or the markets it serves, and all other statements in this document other than historical facts. Without limitation, any statements preceded or followed by or that include the words "targets," "plans," "believes," "expects," "intends," "will," "likely," "may," "anticipates," "estimates," "projects," "should," "would," "expect," "positioned," "strategy," "future," or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on TRTL's and Yatra's managements' current expectations or beliefs and are subject to uncertainty and changes in circumstance and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include: (1) the satisfaction of the conditions to the Transaction and other risks related to the completion of the Transaction and actions related thereto; (2) the ability of TRTL and Yatra to complete the Transaction on anticipated terms and schedule, including the listing of Yatra’s ordinary shares on the NASDAQ Stock Market; (3) risks relating to any unforeseen liabilities of TRTL or Yatra; (4) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, losses and future prospects; businesses and management strategies and the expansion and growth of the operations of Yatra; (5) the risk that disruptions from the Transaction will harm Yatra’s business; and (6) other factors detailed in TRTL’s reports filed with the U.S. Securities and Exchange Commission (the "SEC"), including its Definitive Proxy Statement filed on November 22, 2016, under the caption "Risk Factors." Neither TRTL nor Yatra is under any obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise, except as required by law.
Contacts:
Stephen Schifrin
Terrapin 3 Acquisition Corporation
212-710-4127
SOURCE: Terrapin 3 Acquisition Corporation