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).

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