Groupon Announces $244 Million Financing Transaction

Core Viewpoint - Groupon, Inc. has announced a financing transaction involving the exchange of existing convertible senior notes for newly issued convertible senior notes, totaling $244 million in principal amount [1][2]. Group 1: Financing Details - Groupon will exchange $20 million of its 1.125% Convertible Senior Notes due 2026 for $20 million of newly issued 4.875% Convertible Senior Notes due 2030 [1]. - Additionally, Groupon will exchange $150 million of its 6.25% Convertible Senior Secured Notes due 2027 for $224.071 million of the 2030 Notes [1][2]. - The total principal amount of the 2030 Notes expected to be issued is $244.071 million [2]. Group 2: Terms of the 2030 Notes - The 2030 Notes will be senior unsecured obligations and will accrue interest payable semiannually [2]. - The initial conversion rate is set at 18.5031 shares of common stock per $1,000 principal amount, equating to an initial conversion price of approximately $54.04 per share, which is a 50% premium over the Nasdaq closing price on June 17, 2025 [3]. - Groupon has the option to redeem the 2030 Notes for cash starting July 2, 2028, under certain conditions [4]. Group 3: Conversion Conditions - Prior to March 31, 2030, the 2030 Notes will be convertible only under specific conditions related to the stock price performance [5]. - After March 31, 2030, holders can convert their notes regardless of prior conditions [5]. - In the event of a "fundamental change," holders may require Groupon to repurchase the notes at a specified price [6][7]. Group 4: Proposed Amendments - Approximately 76% of the holders of the 2027 Notes have agreed to vote in favor of proposed amendments that will remove most restrictive covenants and release collateral securing the obligations under the 2027 Notes [8].