Groupon, Inc. (GRPN): debt financing — Groupon amends credit agreement: revolver cut to $75M, adds $50M minimum liquidity covenant

Groupon, Inc.

Fourth Amendment reduces revolving line from $150M to $75M; company repaid $25M of outstanding borrowings.
New monthly minimum liquidity requirement of at least $50M (including undrawn revolver capacity).
EBITDA add-back cap for non-recurring charges raised to $120M in Q1/Q2 2023, stepping down to $60M thereafter.
Mandatory prepayment from asset sales exceeding $15M annually; additional restrictions on investments and debt.
Company must appoint financial advisor within 90 days to pursue alternative financing; Q4 2022 earnings rescheduled to March 16.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Groupon, Inc. amended credit facility of $150 million to $75 million with JPMorgan Chase Bank, N.A., as Administrative Agent.

Instrument: credit facility
Principal: $150 million to $75 million
Counterparty: JPMorgan Chase Bank, N.A., as Administrative Agent
Event: amendment

Exact text from the filing

the Amendment modifies the Existing Credit Agreement (as amended, the “Amended Credit Agreement”) by reducing the Company’s senior secured revolving line of credit from $150 million to $75 million.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Groupon, Inc. amended Fourth Amendment to the Second Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party to that Existing Credit Agreement valued at $25 million (effective 2023-03-13).

Action: amendment
Agreement: credit facility
Counterparty: JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party to that Existing Credit Agreement
Value: $25 million
Effective: 2023-03-13

Exact text from the filing

On March 13, 2023, Groupon, Inc. (the “Company”) entered into an amendment to its Existing Credit Agreement (as defined below) to modify certain financial covenants and provide for additional flexibility in its operations, among other changes. Specifically, the Company and certain of its subsidiaries entered into a Fourth Amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement, dated as of May 14, 2019 (as amended by the First Amendment, dated as of July 17, 2020, the Second Amendment, dated as of March 22, 2021 and the Third Amendment, dated as of September 28, 2022, the “Existing Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party to that Existing Credit Agreement. Following the date of the Amendment, the Company shall be required to maintain a monthly minimum liquidity balance (including any undrawn amounts under the revolving credit facility) of at least $50 million. In addition, for purposes of calculating

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Groupon, Inc. filing history →

Source: SEC EDGAR

accession 0001490281-23-000013

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