SEC Company Response from Yatra Online, Inc. (YTRA) (CIK 0001516899) (YTRA) — May 17, 2018
Yatra Online, Inc. (YTRA) (CIK 0001516899)
Date: May 17, 2018 · CIK: 0001516899 · Accession: 0001104659-18-034018
AI Filing Summary & Sentiment
File numbers found in text: 333-224661
Referenced dates: May 15, 2018
Letter
May 17, 2018 VIA EDGAR AND FEDERAL EXPRESS U.S. Securities and Exchange Commission Division of Corporation Finance - Office of Transportation and Leisure Mail Stop 3561 100 F Street, N.E. Washington, D.C. 20549 Attention: Nolan McWilliams and Julie Griffith Re: Yatra Online, Inc. Registration Statement on Form F-3 Filed May 3, 2018 File No. 333-224661
Dear Ms. Griffith and Mr. McWilliams :
This letter is submitted on behalf of Yatra Online, Inc. (the “Company”) in response to the comments from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form F-3 (File No. 333-224661) filed with the Commission on May 3, 2018 (the “Registration Statement”), as set forth in your letter dated May 15, 2018 addressed to Mr. Dhruv Shringi, Chief Executive Officer of the Company (the “Comment Letter”).
For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter.
The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter via EDGAR, we are sending via Federal Express two copies of this letter.
Ms. Griffith and Mr. McWilliams Division of Corporation Finance
May 17, 2018
Page 2
Form F-3
General
1. Please explain the basis for your eligibility to use Form F-3 for a primary offering, based on the requirements of Instruction 1.B.1 of Form F-3. Alternatively, please include the disclosure contemplated by Instruction 7 to General Instruction I.B.5 to Form F-3 on the cover of the base prospectus.
RESPONSE: The Company is eligible to use Form F-3 under General Instruction I.B.1. based on the following. General Instruction I.B.1. contains three requirements: (1) the securities are being offered for cash by or on behalf of the Company, (2) the aggregate market value worldwide of the voting and non-voting common equity held by non-affiliates of the Company is the equivalent of $75 million or more, and (3) the financial statements included in the Registration Statement comply with Item 18 of Form 20-F. Following is our analysis of the Company’s eligibility to use Form F-3 pursuant to each of these requirements of General Instruction I.B.1. to Form F-3.
(1) The securities are being offered for cash by or on behalf of the Company, as reflected in the cover page of the Registration Statement.
(2) Pursuant to the Instruction to General Instruction I.B.1. to Form F-3, the aggregate market value of the Company’s outstanding voting and non-voting common equity may be computed by use of the price at which the Company’s common equity was last sold in the principal market for such common equity as of a date within 60 days prior to the date of filing. On March 24, 2018, the principal market for the Company’s ordinary shares was the Nasdaq Capital Market. On such date, the Nasdaq Capital Market reports that the price at which the Company’s common equity was last sold was $8.09.
The number of shares held by non-affiliates for purposes of General Instruction I.B.1. to Form F-3 may be any date within 60 days prior to the filing of the registration statement. See Securities Act Forms Compliance and Disclosure Interpretation Question 116.06. Based on information provided to us by the Company, the Company’s directors, officers, and the affiliates of the Company collectively held 9,066,603 ordinary shares of the Company and 3,159,375 Class F shares immediately exchangeable for 3,159,375 ordinary shares of the Company as of May 17, 2018. The computation of this number is illustrated by the following table, which sets forth information with respect to the holdings of our ordinary shares and Class F Shares as of May 17, 2018 by (i) each person who is known by us to beneficially own more than 10% of our ordinary shares; (ii) each of our officers and directors; (iii) entities related to our directors; and (iv) all of our officers and directors as a group. We have made the below computation based on our total outstanding ordinary shares, Class A Shares and Class F Shares in the aggregate. Our Class A shares and Class F Shares are immediately exchangeable on a one-for-one basis into our ordinary shares at the request of the holders.
Ms. Griffith and Mr. McWilliams Division of Corporation Finance
May 17, 2018
Page 3
Name of Owner
Office, if any
Title of Class
Amount and Nature of Holdings
% of Common Equity(1)
Directors and Officers
Dhruv Shringi
Chief Executive Officer and Director
Ordinary Shares
469,291
1.35
%
Alok Vaish
Chief Financial Officer
Ordinary Shares
69,102
*
Manish Amin
Chief Information Officer
Ordinary Shares
481,533
1.39
%
Sharat Dhall
Chief Operating Officer, B2C
Ordinary Shares
45,680
*
Himanshu Verma
Chief Technology Officer
Ordinary Shares
12,067
*
Akash Poddar
Chief Operating Officer, B2B
Ordinary Shares
15,647
*
Satvinder Singh Sodhi
Chief Operating Officer, Corporate Travel, and Head of Industry Relations
Ordinary Shares
10,448
*
Sudhir Kumar Sethi
Chairman of the Board and Director
Ordinary Shares
—
—
Murlidhara Lakshmikantha Kadaba
Director
Ordinary Shares
—
—
Sanjay Arora
Director
Ordinary Shares
*
Sean Aggarwal
Director
Ordinary Shares
—
—
All directors and officers
1,103,968
3.18
%
10% Security Holders and Entities affiliated with Directors
E 18 Limited and Capital 18 Fincap Private Limited(2)
Ordinary Shares
2,496,165
7.20
%
IDG Ventures India Fund II LLC and Pandara Trust Scheme I(3)
Ordinary Shares
1,151,115
3.32
%
Macquarie Corporate Holdings Pty Limited(4)
Ordinary Shares and Class F Shares
3,385,136
9.76
%
Nathan Leight and affiliated entities(5)
Ordinary Shares and Class F Shares
3,946,939
11.38
%
Noyac Path, LLC
Class F Shares
58,593
*
Periscope, LLC
Class F Shares
39,062
*
George Brokaw
Class F Shares
15,000
*
Jonathan Kagan
Class F Shares
15,000
*
Victor Mendleson
Class F Shares
15,000
*
All persons and entities named above as a group
12,225,978
35.13
%
* Less than 1%
(1) As of May 17, 2018, a total of 29,118,574 of the Company’s ordinary shares and 3,159,375 Class F Shares as of May 17, 2018 were outstanding according to the records of the Company’s transfer agent. Additionally, as of May 17, 2018, 2,392,168 Class A shares of the Company were outstanding, according to the records of the Company.
(2) Consists of 1,926,397 ordinary shares held by E 18 Limited and 569,768 ordinary shares issuable upon swap of ordinary shares of Yatra Online Private Limited held by Capital18 Fincap Private Limited (together, the “E-18 Entities”). Network18 Media & Investments Limited, a company registered in India is the holding company of the E-18 Entities.
(3) Consists of 978,481 ordinary shares held by IDG Ventures India Fund II LLC and 172,634 ordinary shares issuable upon swap of ordinary shares of Yatra Online Private Limited held by Pandara Trust Scheme I.
(4) Consists of (i) 324,355 ordinary shares held by Macquarie Corporate Holdings Pty Limited and (ii) 2,000,000 ordinary shares and 1,060,781 Class F shares held by MIHI LLC. MIHI LLC is an affiliate of Macquarie and Macquarie Capital. Macquarie Group Limited is the ultimate indirect parent of each of Macquarie Corporate Holdings Pty. Limited and MIHI LLC and may be deemed to beneficially own the company’s shares held by them.
(5) Represents (i) 395,000 ordinary shares and 1,955,939 Class F shares held by Apple Orange LLC, Terrapin Partners Employee Partnership 3, LLC and Terrapin Partners Green Employee Partnership LLC; (ii) 557,500 ordinary shares held by the Leight Family 1998 Irrevocable Trust; (iv) 550,000 ordinary shares held by Argyle Investors LLC; (v) 327,000 ordinary shares held by Candlemaker Partners LLLP; (vi) 158,500 ordinary shares held by We Deserve Better, LLC; and (vii) 3,000 ordinary shares held directly by Nathan Leight. Mr. Leight may be deemed to be the beneficial owner of the following securities: (i) as the sole managing member of Apple Orange LLC, 395,000 ordinary shares; (ii) as the sole managing member of We Deserve Better, LLC, 158,500 ordinary shares; (iii) as the sole managing member of the general partner of Candlemaker Partners, LLLP, 327,000 ordinary shares; (iv) as the spouse of Elizabeth Leight, who is the trustee of the Leight Family 1998 Irrevocable Trust, 557,500 ordinary shares; and (v) as the spouse of Elizabeth Leight, who is the trustee of the Leight Family 1998 Irrevocable Trust, which is the sole managing member of Argyle Investors, LLC, 550,000 ordinary shares. Mr. Leight disclaims beneficial ownership over any such securities except to the extent of his respective pecuniary interest therein.
In light of the foregoing, the public float of the Company, including all of our outstanding Class A Shares and Class F Shares, which are immediately exchangeable into our ordinary shares at the request of the holder, was $278,401,040 as of April 24, 2018, which was within 60 days prior to the date of filing of the Registration Statement. The aggregate dollar amount of our public float held by affiliates was $98,174,604 as of April 24, 2018. The remaining aggregate dollar amount of our public float, held by non-affiliates, was $180,226,436 as of April 24, 2018. Therefore, the aggregate market value worldwide of the voting and non-voting common equity held by non-affiliates of the Company was the equivalent of $75 million or more for purposes of General Instruction I.B.1. to Form F-3.
(3) The financial statements incorporated by reference into the Registration Statement comply with Item 18 of Form 20-F.
* * * * *
Ms. Griffith and Mr. McWilliams Division of Corporation Finance
May 17, 2018
Page 4
If you should have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact the undersigned at (617) 570-1067.
Sincerely,
/s/ Jocelyn M. Arel
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CORRESP 1 filename1.htm Jocelyn M. Arel Goodwin Procter LLP +1 617 570 1067 100 Northern Avenue jarel@goodwinlaw.com Boston, MA 02210 goodwinlaw.com +1 617 570 1000 May 17, 2018 VIA EDGAR AND FEDERAL EXPRESS U.S. Securities and Exchange Commission Division of Corporation Finance - Office of Transportation and Leisure Mail Stop 3561 100 F Street, N.E. Washington, D.C. 20549 Attention: Nolan McWilliams and Julie Griffith Re: Yatra Online, Inc. Registration Statement on Form F-3 Filed May 3, 2018 File No. 333-224661 Dear Ms. Griffith and Mr. McWilliams : This letter is submitted on behalf of Yatra Online, Inc. (the “Company”) in response to the comments from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form F-3 (File No. 333-224661) filed with the Commission on May 3, 2018 (the “Registration Statement”), as set forth in your letter dated May 15, 2018 addressed to Mr. Dhruv Shringi, Chief Executive Officer of the Company (the “Comment Letter”). For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter via EDGAR, we are sending via Federal Express two copies of this letter. Ms. Griffith and Mr. McWilliams Division of Corporation Finance May 17, 2018 Page 2 Form F-3 General 1. Please explain the basis for your eligibility to use Form F-3 for a primary offering, based on the requirements of Instruction 1.B.1 of Form F-3. Alternatively, please include the disclosure contemplated by Instruction 7 to General Instruction I.B.5 to Form F-3 on the cover of the base prospectus. RESPONSE: The Company is eligible to use Form F-3 under General Instruction I.B.1. based on the following. General Instruction I.B.1. contains three requirements: (1) the securities are being offered for cash by or on behalf of the Company, (2) the aggregate market value worldwide of the voting and non-voting common equity held by non-affiliates of the Company is the equivalent of $75 million or more, and (3) the financial statements included in the Registration Statement comply with Item 18 of Form 20-F. Following is our analysis of the Company’s eligibility to use Form F-3 pursuant to each of these requirements of General Instruction I.B.1. to Form F-3. (1) The securities are being offered for cash by or on behalf of the Company, as reflected in the cover page of the Registration Statement. (2) Pursuant to the Instruction to General Instruction I.B.1. to Form F-3, the aggregate market value of the Company’s outstanding voting and non-voting common equity may be computed by use of the price at which the Company’s common equity was last sold in the principal market for such common equity as of a date within 60 days prior to the date of filing. On March 24, 2018, the principal market for the Company’s ordinary shares was the Nasdaq Capital Market. On such date, the Nasdaq Capital Market reports that the price at which the Company’s common equity was last sold was $8.09. The number of shares held by non-affiliates for purposes of General Instruction I.B.1. to Form F-3 may be any date within 60 days prior to the filing of the registration statement. See Securities Act Forms Compliance and Disclosure Interpretation Question 116.06. Based on information provided to us by the Company, the Company’s directors, officers, and the affiliates of the Company collectively held 9,066,603 ordinary shares of the Company and 3,159,375 Class F shares immediately exchangeable for 3,159,375 ordinary shares of the Company as of May 17, 2018. The computation of this number is illustrated by the following table, which sets forth information with respect to the holdings of our ordinary shares and Class F Shares as of May 17, 2018 by (i) each person who is known by us to beneficially own more than 10% of our ordinary shares; (ii) each of our officers and directors; (iii) entities related to our directors; and (iv) all of our officers and directors as a group. We have made the below computation based on our total outstanding ordinary shares, Class A Shares and Class F Shares in the aggregate. Our Class A shares and Class F Shares are immediately exchangeable on a one-for-one basis into our ordinary shares at the request of the holders. Ms. Griffith and Mr. McWilliams Division of Corporation Finance May 17, 2018 Page 3 Name of Owner Office, if any Title of Class Amount and Nature of Holdings % of Common Equity(1) Directors and Officers Dhruv Shringi Chief Executive Officer and Director Ordinary Shares 469,291 1.35 % Alok Vaish Chief Financial Officer Ordinary Shares 69,102 * Manish Amin Chief Information Officer Ordinary Shares 481,533 1.39 % Sharat Dhall Chief Operating Officer, B2C Ordinary Shares 45,680 * Himanshu Verma Chief Technology Officer Ordinary Shares 12,067 * Akash Poddar Chief Operating Officer, B2B Ordinary Shares 15,647 * Satvinder Singh Sodhi Chief Operating Officer, Corporate Travel, and Head of Industry Relations Ordinary Shares 10,448 * Sudhir Kumar Sethi Chairman of the Board and Director Ordinary Shares — — Murlidhara Lakshmikantha Kadaba Director Ordinary Shares — — Sanjay Arora Director Ordinary Shares 200 * Sean Aggarwal Director Ordinary Shares — — All directors and officers 1,103,968 3.18 % 10% Security Holders and Entities affiliated with Directors E 18 Limited and Capital 18 Fincap Private Limited(2) Ordinary Shares 2,496,165 7.20 % IDG Ventures India Fund II LLC and Pandara Trust Scheme I(3) Ordinary Shares 1,151,115 3.32 % Macquarie Corporate Holdings Pty Limited(4) Ordinary Shares and Class F Shares 3,385,136 9.76 % Nathan Leight and affiliated entities(5) Ordinary Shares and Class F Shares 3,946,939 11.38 % Noyac Path, LLC Class F Shares 58,593 * Periscope, LLC Class F Shares 39,062 * George Brokaw Class F Shares 15,000 * Jonathan Kagan Class F Shares 15,000 * Victor Mendleson Class F Shares 15,000 * All persons and entities named above as a group 12,225,978 35.13 % * Less than 1% (1) As of May 17, 2018, a total of 29,118,574 of the Company’s ordinary shares and 3,159,375 Class F Shares as of May 17, 2018 were outstanding according to the records of the Company’s transfer agent. Additionally, as of May 17, 2018, 2,392,168 Class A shares of the Company were outstanding, according to the records of the Company. (2) Consists of 1,926,397 ordinary shares held by E 18 Limited and 569,768 ordinary shares issuable upon swap of ordinary shares of Yatra Online Private Limited held by Capital18 Fincap Private Limited (together, the “E-18 Entities”). Network18 Media & Investments Limited, a company registered in India is the holding company of the E-18 Entities. (3) Consists of 978,481 ordinary shares held by IDG Ventures India Fund II LLC and 172,634 ordinary shares issuable upon swap of ordinary shares of Yatra Online Private Limited held by Pandara Trust Scheme I. (4) Consists of (i) 324,355 ordinary shares held by Macquarie Corporate Holdings Pty Limited and (ii) 2,000,000 ordinary shares and 1,060,781 Class F shares held by MIHI LLC. MIHI LLC is an affiliate of Macquarie and Macquarie Capital. Macquarie Group Limited is the ultimate indirect parent of each of Macquarie Corporate Holdings Pty. Limited and MIHI LLC and may be deemed to beneficially own the company’s shares held by them. (5) Represents (i) 395,000 ordinary shares and 1,955,939 Class F shares held by Apple Orange LLC, Terrapin Partners Employee Partnership 3, LLC and Terrapin Partners Green Employee Partnership LLC; (ii) 557,500 ordinary shares held by the Leight Family 1998 Irrevocable Trust; (iv) 550,000 ordinary shares held by Argyle Investors LLC; (v) 327,000 ordinary shares held by Candlemaker Partners LLLP; (vi) 158,500 ordinary shares held by We Deserve Better, LLC; and (vii) 3,000 ordinary shares held directly by Nathan Leight. Mr. Leight may be deemed to be the beneficial owner of the following securities: (i) as the sole managing member of Apple Orange LLC, 395,000 ordinary shares; (ii) as the sole managing member of We Deserve Better, LLC, 158,500 ordinary shares; (iii) as the sole managing member of the general partner of Candlemaker Partners, LLLP, 327,000 ordinary shares; (iv) as the spouse of Elizabeth Leight, who is the trustee of the Leight Family 1998 Irrevocable Trust, 557,500 ordinary shares; and (v) as the spouse of Elizabeth Leight, who is the trustee of the Leight Family 1998 Irrevocable Trust, which is the sole managing member of Argyle Investors, LLC, 550,000 ordinary shares. Mr. Leight disclaims beneficial ownership over any such securities except to the extent of his respective pecuniary interest therein. In light of the foregoing, the public float of the Company, including all of our outstanding Class A Shares and Class F Shares, which are immediately exchangeable into our ordinary shares at the request of the holder, was $278,401,040 as of April 24, 2018, which was within 60 days prior to the date of filing of the Registration Statement. The aggregate dollar amount of our public float held by affiliates was $98,174,604 as of April 24, 2018. The remaining aggregate dollar amount of our public float, held by non-affiliates, was $180,226,436 as of April 24, 2018. Therefore, the aggregate market value worldwide of the voting and non-voting common equity held by non-affiliates of the Company was the equivalent of $75 million or more for purposes of General Instruction I.B.1. to Form F-3. (3) The financial statements incorporated by reference into the Registration Statement comply with Item 18 of Form 20-F. * * * * * Ms. Griffith and Mr. McWilliams Division of Corporation Finance May 17, 2018 Page 4 If you should have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact the undersigned at (617) 570-1067. Sincerely, /s/ Jocelyn M. Arel Jocelyn M. Arel cc: Dhruv Shringi, Chief Executive Officer, Yatra Online Inc. Alok Vaish, Chief Financial Officer, Yatra Online Inc. Michael Minahan, Goodwin Procter LLP Steven V. Bernard, Wilson Sonsini Goodrich & Rosati, P.C. Megan J. Baier, Wilson Sonsini Goodrich & Rosati, P.C.