Groupon, Inc. (GRPN): debt financing disclosed in 8-K

Groupon, Inc. (GRPN): debt financing — Groupon issues $244M of 4.875% convertible notes due 2030 to exchange existing 2026/2027 notes

Groupon, Inc.

Issued $244.1M of 4.875% Convertible Senior Notes due 2030, exchanging $20M of 1.125% 2026 notes and $224.1M of 6.25% secured 2027 notes.

Initial conversion price of ~$54.04 per share; up to ~6.8M shares issuable upon conversion, subject to a 4.9% beneficial ownership cap.

Entered Supplemental Indenture to release all liens on 2027 notes and delete substantially all negative covenants; notes become unsecured.

Unwound part of capped call transactions related to 2026 notes; cash settlement expected by July 2, 2025 based on VWAP averaging period.

Exchange executed with institutional accredited investors/QIBs in private placements exempt from registration under Section 4(a)(2).

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. incurred convertible notes of $244,071,000 aggregate principal amount with Exchange Participants (limited number of existing holders of the Old Notes who are institutional accredited investors and/or qualified institutional buyers) at 4.875% per annum maturing June 30, 2030.

Instrument: convertible notes
Principal: $244,071,000 aggregate principal amount
Counterparty: Exchange Participants (limited number of existing holders of the Old Notes who are institutional accredited investors and/or qualified institutional buyers)
Rate: 4.875% per annum
Maturity: June 30, 2030
Event: incurrence

Exact text from the filing

On July 2, 2025, Groupon Inc. (the “Company”) issued $244,071,000 aggregate principal amount of its 4.875% Convertible Senior Notes due 2030 (the “2030 Notes”), pursuant to an indenture, dated as of July 2, 2025 (the “2030 Notes Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee, consisting of (i) $20,000,000 aggregate principal amount of 2030 Notes issued in exchange for $20,000,000 aggregate principal amount of the Company’s outstanding 1.125% Convertible Senior Notes due 2026 (the “2026 Notes”) and (ii) $224,071,000 aggregate principal amount of 2030 Notes issued in exchange for $150,000,000 aggregate principal amount of the Company’s outstanding 6.25% Convertible Senior Secured Notes due 2027 (the “2027 Notes”, and together with the 2026 Notes, the “Old Notes”) with a limited number of existing holders of the Old Notes who are either “institutional accredited investors” (within the meaning of Rule 501(a)(1), (2), (3) or (7) promulgated un

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