MMYT's 0% Convertible Bond Filing Signals Fresh Capital Raise

Rhea-AI Filing Summary

MakeMyTrip (Nasdaq: MMYT) has furnished a Form 6-K dated June 29 2025 to disclose two material exhibits linked to a new capital-markets transaction.

The filing includes a June 17 2025 Underwriting Agreement with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC plus a June 23 2025 Indenture with The Bank of New York Mellon covering the company’s 0.00% Convertible Senior Notes due 2030.

Both documents are expressly incorporated by reference into the company’s Form F-3 shelf registration statement (File No. 333-288084), signalling that the zero-coupon notes will be issued under that shelf.

The underwriting agreement confirms that the securities have been marketed through a leading investment-bank syndicate, while the executed indenture establishes the legal framework for issuance, conversion mechanics and trustee oversight. Although the filing does not state principal amount, conversion rate or settlement method, the structure provides cash-interest-free financing while granting investors conversion rights that may expand the share count in future.

The document was signed on behalf of the company by Group Chief Executive Officer Rajesh Magow, completing the statutory requirements of the Securities Exchange Act of 1934.

Positive

• 0.00% Convertible Senior Notes due 2030 provide interest-free financing, enhancing liquidity without immediate cash outflow.
• Execution of an Underwriting Agreement with Morgan Stanley and J.P. Morgan demonstrates access to top-tier capital-markets support.

Negative

• Convertible structure introduces potential shareholder dilution once notes are exchanged for equity.
• Filing omits critical deal metrics—principal amount, conversion price and covenants—limiting investor transparency.

Insights

Capital Markets Analyst

TL;DR: Zero-coupon 2030 convert boosts liquidity at no cash cost but leaves dilution risk; key economics undisclosed.

The inclusion of an underwriting agreement and indenture indicates that MakeMyTrip has priced a 0.00% Convertible Senior Note offering under its F-3 shelf. Zero coupon lowers near-term cash burn and signals confidence in placing debt at favourable terms. However, without stated size, conversion premium or cap-call details, investors cannot quantify leverage, potential EPS impact or dilution thresholds. The use of top-tier underwriters suggests solid demand, yet transparency is limited until a final prospectus is filed. Overall impact remains neutral pending financial specifics.

Credit Analyst

TL;DR: Convertible notes improve funding flexibility but raise subordination and equity overhang considerations.

The indenture creates a senior unsecured instrument maturing in 2030 with a zero coupon, reducing interest coverage pressure relative to straight debt. Senior status ahead of common equity supports existing creditors, yet conversion features could dilute shareholders and subordinate conventional lenders upon equity settlement. Absence of covenant disclosures limits visibility into protections such as change-of-control triggers or capped call overlays. Until sizing and conversion ratios emerge, credit effect is balanced between liquidity gain and structural subordination risk.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of June 2025

Commission File Number 001-34837

 

 

MAKEMYTRIP LIMITED

(Translation of registrant’s name into English)

 

 

19^th Floor, Building No. 5

DLF Cyber City

Gurugram, India, 122002

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

 

 

 

INCORPORATION BY REFERENCE

All exhibits to this current report on Form 6-K are incorporated by reference into the registration statement on Form F-3 of MakeMyTrip Limited (File No. 333-288084), and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibits

 

1.1	  	Underwriting Agreement, dated June 17, 2025, by and among MakeMyTrip Limited, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC
4.1	  	Indenture dated June 23, 2025 by and between MakeMyTrip Limited and The Bank of New York Mellon, as trustee, for the 0.00% Convertible Senior Notes due 2030

EXHIBIT INDEX

 

1.1	  	Underwriting Agreement, dated June 17, 2025, by and among MakeMyTrip Limited, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC
4.1	  	Indenture dated June 23, 2025 by and between MakeMyTrip Limited and The Bank of New York Mellon, as trustee, for the 0.00% Convertible Senior Notes due 2030

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, thereunto duly authorized.

Date: June 23, 2025

 

MAKEMYTRIP LIMITED
By:	 	/s/ Rajesh Magow
Name:	 	Rajesh Magow
Title:	 	Group Chief Executive Officer

FAQ

What did MakeMyTrip disclose in its June 29 2025 Form 6-K?

The company furnished an underwriting agreement and an indenture for its 0.00% Convertible Senior Notes due 2030, both incorporated into its Form F-3 shelf.

Who are the underwriters for MMYT's 2025 convertible note offering?

The June 17 2025 Underwriting Agreement lists Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC as joint book-running managers.

What is the coupon rate on MakeMyTrip's new convertible notes?

According to the indenture, the notes carry a 0.00% coupon, meaning no cash interest payments until maturity in 2030.

Which document governs the terms of the convertible notes?

The Indenture dated June 23 2025 between MakeMyTrip and The Bank of New York Mellon sets the legal terms for the securities.

Is the 6-K incorporated into MakeMyTrip's existing shelf registration?

Yes. The filing states all exhibits are incorporated by reference into the Form F-3 registration statement (File No. 333-288084).

Could the convertible notes dilute existing MMYT shareholders?

The filing does not reveal conversion ratios, but convertible senior notes are exchangeable for equity, which can dilute shareholders when converted.