Groupon, Inc. (GRPN): debt financing — Groupon exchanges $170M of existing convertible notes for $244M new 4.875% notes due 2030

Groupon, Inc.

Exchanges $20M of 1.125% 2026 notes and $150M of 6.25% 2027 notes for $244M of new 4.875% convertible notes due 2030.
New notes have an initial conversion price of ~$54.04 per share, a 50% premium to the June 17 closing price.
Holders of ~76% of 2027 notes agreed to vote to delete restrictive covenants and release all collateral securing the 2027 notes.
Exchange expected to close on or around July 2, 2025; Groupon will receive no cash proceeds from the transaction.
New notes are senior unsecured obligations; redemption allowed after July 2, 2028 if stock price is at least 130% of conversion price for 20 of 30 trading days.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

Groupon, Inc. amended convertible notes of no change with holders of approximately 76% of the outstanding aggregate principal amount of 2027 Notes at 6.25% maturing due 2027.

Instrument: convertible notes
Principal: no change
Counterparty: holders of approximately 76% of the outstanding aggregate principal amount of 2027 Notes
Rate: 6.25%
Maturity: due 2027
Event: amendment

Exact text from the filing

The Proposed Amendments have the effect of deleting substantially all of the restrictive covenants and related events of default and releasing all of the collateral securing the Company and the guarantors’ obligations under the 2027 Notes.

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

Groupon, Inc. incurred convertible notes of $244,071,000 aggregate principal amount with Offering Participants, institutional accredited investors and qualified institutional buyers at 4.875% per annum maturing June 30, 2030.

Instrument: convertible notes
Principal: $244,071,000 aggregate principal amount
Counterparty: Offering Participants, institutional accredited investors and qualified institutional buyers
Rate: 4.875% per annum
Maturity: June 30, 2030
Event: incurrence

Exact text from the filing

the Company will (i) exchange $170,000,000 aggregate principal amount of 2026 Notes and 2027 Notes held by the Offering Participants for $244,071,000 aggregate principal amount of the Company’s newly issued 4.875% Convertible Senior Notes due 2030 (the “ New Notes ”) (the “ Exchange ”).

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102 debt financings filed in the last 30 days. Browse all debt financings →

Groupon, Inc. filing history →

Source: SEC EDGAR

accession 0001490281-25-000027

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