Groupon Announces $80.0 Million Fully Backstopped Rights Offering for Common Stock

Groupon, Inc. announced today that the Company’s Board of Directors (the “Board”) has approved an $80.0 million fully backstopped rights offering (the “Rights Offering”) available to all holders of record of the Company’s common stock, par value $0.0001 (“Common Stock”), as of 5:00 p.m., New York City time, on November 20, 2023 (the “Record Date”).

The Rights Offering will be made through the distribution to all holders of record of Common Stock as of the Record Date of non-transferable basic subscription rights to purchase shares of Common Stock at a subscription price of $11.30 per share and otherwise on such terms and subject to such conditions as may be required to comply with any applicable Nasdaq Global Select Market stock exchange rules and regulations. The Company expects to receive gross proceeds of $80.0 million, less expenses related to the Rights Offering. The Rights Offering is currently expected to commence promptly after the Record Date and expire at 5:00 p.m., New York City time, on January 17, 2024 (the “Expiration Date”).

The Rights Offering is fully backstopped by Pale Fire Capital SICAV a.s. (the “Backstop Party”), an entity affiliated with Dusan Senkypl, the Company’s Interim Chief Executive Officer and a member of the board, and Jan Barta, a member of the board. The Backstop Party has committed to (i) fully exercise its basic subscription rights prior to the Expiration Date and (ii) fully purchase all unsubscribed shares in the Rights Offering following the Expiration Date at a price of $11.30 per share and on the same terms and conditions as other rights holders.

The Company intends to use the proceeds from the Rights Offering for general corporate purposes, which may include the repayment of debt.

The Rights Offering will be made pursuant to the Company’s existing effective shelf registration statement on Form S-3 (Reg. No. 333-273533) on file with the Securities and Exchange Commission (the “SEC”) and a prospectus supplement (and the accompanying base prospectus) to be filed with the SEC prior to the commencement of the Rights Offering. The Company reserves the right to extend, amend or terminate the planned Rights Offering, subject to certain conditions, at any time.

The Rights Offering will include an over-subscription privilege to permit each rights holder that exercises its basic subscription rights in full to purchase additional shares of Common Stock (if any) that remain unsubscribed on the Expiration Date. The availability of the over-subscription privilege will be subject to certain terms and restrictions to be set forth in the prospectus supplement. If the aggregate subscriptions (basic subscriptions plus over-subscriptions) exceed the number of shares of Common Stock offered in the Rights Offering, then the aggregate over-subscription amount will be pro-rated among the holders exercising their respective over-subscription privileges based on the basic subscription amounts of such holders.