EFTA Document EFTA01369692

TERRAPIN ACQUISITION if CORPORATION typtac9.2,-; Deutsche Bank served as the lead Capital Markets for Terrapin 3 Acquisiton Corp ('TRTL*) on its $218mm acquisition of Yatra Online, Inc ("Yatra") In July 2014, Deutsche Bank acted as the sole bookrunner on TRTL's $213mm IPO PF caplbI,ea6on A in wan) PF shins (mm) toe Total eqtdy value EC2 PF net cash 2, 0 PF enterprise value $254 EV i 20l7E Nat Rev 3 Ox EV/2018E Net Rev. 21x sou.. L u-ar, =ea Same. of cash Exiling cash In tear 212 8 mac/quart twd moonrise 200 Sloth consideration 143 8 Total sources 3765 USeS of teal Cash to existing owners 800 Debt repayment 60 Cash to balance sheet 136.8 Fees and expenses 100 Stock considers:Ion 143.8 Total $76.5 uses Deutsche Bank Corporate Banking Z. Securities Terrapin 3 Acquisition Corp. announces acquisition of Yatra Online, Inc. for $218mm Transaction overview • On July 13. 2016. Terrapin 3 Acquisition Corp (-TRTL") and Yatra Online. Inc announced the signing of a definitive merger agreement. whereby TRTL )roll acquire Yatra at an enterprise value of $218mm, representing 3 Ox FY2017E net revenue and 2 lx FY2018E net revenue • Of the pro-forma company. Yatra's existing shareholders will retain 34% ownership. TRTL's pubic shareholders will hold 53%, TRTL founders will hold 8%, and Macquarie Capital will hold 5% • The first 5100mm of cash in the transaction is allocated to repay outstanding debt and pay transaction fees, with the remainder allocated as cash on Yatra's balance sheet - 80% of any amount received above 5100mm will be paid to the current Yalta shareholders, and remaining amount as cash to Yatra's balance sheet • Macquarie Capital has committed $20mm in a forward purchase agreement, to be funded upon business combination • Yatra's management vNl continue to operate the business post-transaction Market landscape and growth opportunities Gn*Mt : sv•!-I .18% growth rate since 2013 •Expecled -16% through 2020 TERRAPIN'43 tyatra .c, itCOUlailitak*ConirOPATIOni Tech treiwfn C.L.)IYiltr:I< I) •Smarlphone penetration 17% gndia has the second largest ‘olurne of egernel users Storming e4ail nu, kei Cul bound tourism doubled, domestic: tripled since 2008 •YTO passenger growth >20% tatwind •Greater than 8% annual GDP growth •Numter 4 in GDP purchasing power (a) Assumes 100% of cash-in-trust remains at close of transaction. Sauce: POW (slings Lenore ItiniVillty ul lira pct .40% growth in discretionary purchases between 2000 and 2010 Company overview • Yatra is a ono-stop online shop for all traychrelated seances aimed at both leisure and business travel in India - Launched in 2006 and has garnered 4 3mm customers and 74% repeat transactions • Projected FY2017E net revenue of $84mm and FY2018E net revenue of 3120mm, representing transaction valuation at meaningful discounts to peers • Company wellpositioned to take advantage of compelling growth tailwinds fueled by India's macroeconomic trends. a burgeoning travel market. increased leisure spending, and untapped penetration of the online and mobile travel market in India • Yatra has invested heavily in innovation, successfully building a multi-app platform for specific consumer segments in 2013 The mobile app crossed 6mm dovmloads in June. and 57% booking traffic is through mobile • The company has the largest Indian hotel inventory with -61.000 hotels (49,003 of which are in the budget category) in 750 cities and tovms • Industry leader with an entrenched domestic footprint that can boast #1 in brand awareness and #6 in consumer trust for travel companies Investment highlights 0 0 0 0 0 Leading Indian online travel agency with strong brand recognition Attractive market with rapid geographical and industry growth trends Unique business model with high barriers to entry Integrated online and multi-app mobile platform Largest domestic hotel network with a focus on budget hotels Experienced management team with track record d delivering growth 5 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062122 CONFIDENTIAL SDNY_GM_00208306 EFTA01369692