GRPN
Groupon, INC
NASDAQ
8-K: Groupon Completes Oversubscribed $80 Million Rights Offering
Sentiment:
Capital Raise Announcement
22 January 2024 8:30 AM
Groupon successfully closed its $80 million rights offering, which was significantly oversubscribed, demonstrating strong investor interest.
Capital raise
Groupon completed an $80 million rights offering.
The offering was fully backstopped and significantly oversubscribed.
The company issued 7,079,646 shares at $11.30 per share.
Summary
- Groupon has successfully completed an $80 million rights offering.
- The offering was fully backstopped and significantly oversubscribed.
- A total of 7,079,646 shares were purchased at $11.30 per share, generating $80 million in gross proceeds.
- Subscriptions, including over-subscription privileges, exceeded the $80 million maximum offering size.
- Pale Fire Capital, affiliated with Groupon's Interim CEO and a board member, subscribed for approximately 7.1 million shares.
- Other stockholders subscribed for approximately 9.7 million shares.
- The company issued 4,574,113 shares through basic subscription rights and 2,505,533 shares through over-subscription privileges.
- The backstop party purchased approximately 3.1 million shares.
- The proceeds will be used for general corporate purposes, potentially including debt repayment.
Sentiment
Score: 7
Explanation: The successful and oversubscribed rights offering is a positive development, indicating investor confidence. However, the company still faces significant risks and challenges, which temper the overall sentiment.
Positives
- The rights offering was fully subscribed and generated the targeted $80 million.
- The offering was significantly oversubscribed, indicating strong investor confidence.
- The participation of the backstop party ensured the success of the offering.
- The company has secured additional capital for general corporate purposes and potential debt reduction.
Risks
- The company faces risks related to its future operations and financial position.
- There are risks associated with executing the company's business and marketing strategies.
- The company is exposed to volatility in operating results and challenges from international operations.
- Global economic uncertainty, including inflation and the impacts of the COVID-19 pandemic, pose risks.
- The company faces risks related to retaining and adding high-quality merchants and customers.
- There are risks related to competition, mobile experience, refund risks, and cybersecurity breaches.
- The company is exposed to risks related to litigation, compliance with laws, and tax liabilities.
- The company's ability to continue as a going concern is a risk factor.
- The company faces risks related to its access to capital and outstanding indebtedness.
- The company's stock price is subject to volatility.
- There are risks related to the company's restructuring actions.
Future Outlook
The company intends to use the proceeds from the rights offering for general corporate purposes, which may include the repayment of debt. The company's future performance is subject to various risks and uncertainties as detailed in the forward-looking statements.
Management Comments
- Groupon announced the successful closing of its $80.0 million fully backstopped rights offering.
Industry Context
This capital raise is likely aimed at strengthening Groupon's financial position and supporting its ongoing business strategy in the competitive online marketplace sector. The oversubscription suggests investor confidence in the company's future prospects.
Comparison to Industry Standards
- Groupon's rights offering is a common method for companies to raise capital, particularly when facing financial challenges or seeking to fund growth initiatives.
- The oversubscription of the offering is a positive sign, indicating strong investor interest, which is not always the case in similar offerings.
- Other companies in the e-commerce and online marketplace space, such as LivingSocial and Yelp, have also undertaken various capital raising activities, but the specific terms and success rates vary widely.
- The use of a backstop agreement is a common practice to ensure the success of a rights offering, and the participation of insiders like Pale Fire Capital is not unusual.
Stakeholder Impact
- Shareholders have been given the opportunity to participate in the rights offering.
- The capital raise strengthens the company's financial position, which could benefit employees and other stakeholders.
- The use of proceeds for debt repayment could improve the company's financial stability.
Next Steps
- The company will use the proceeds for general corporate purposes, potentially including debt repayment.
- Rights offering participants should expect to receive their shares shortly after the announcement date.
Related Party Transactions
- Pale Fire Capital, an entity affiliated with Dusan Senkypl and Jan Barta, both members of the board, participated in the rights offering.
Key Dates
- November 9, 2023: Date of the Backstop Agreement.
- November 21, 2023: Date of the prospectus supplement filed with the SEC.
- January 17, 2024: Expiration date of the subscription period for the Rights Offering.
- January 22, 2024: Date of the press release announcing the closing of the rights offering.
Keywords
rights offering, capital raise, oversubscribed, common stock, Pale Fire Capital, debt repayment, general corporate purposes, backstop agreement, share issuance
GRPN
Groupon, INC
NASDAQ
Sector: Communication Services
Filings with Classifications
Capital raise
18 June 2025 7:29 AM
Financing Transaction Announcement
- The company is issuing $244,071,000 aggregate principal amount of new 4.875% Convertible Senior Notes due 2030 in exchange for existing notes. While it's an exchange and not a cash raise, it is a form of capital restructuring that impacts the company's debt capital.
Delay expected
17 June 2025 3:40 PM
Insider Transaction Report
- The Form 4 was filed late due to an inadvertent administrative oversight.
Delay expected
17 June 2025 3:39 PM
Insider Transaction Report
- The Form 4 filing was submitted late due to an inadvertent administrative oversight.
Delay expected
17 June 2025 3:39 PM
Insider Transaction Report
- The Form 4 was filed late due to an inadvertent administrative oversight.
Delay expected
16 June 2025 3:48 PM
Insider Transaction Report
- The Form 4 filing was submitted late due to an "inadvertent administrative oversight."
Delay expected
5 June 2025 1:29 PM
Insider Transaction Report
- The Form 4 filing itself was delayed, submitted late due to an inadvertent administrative oversight.
Worse than expected
5 June 2025 1:29 PM
Insider Transaction Report
- The Form 4 was filed late, indicating a lapse in regulatory compliance due to an inadvertent administrative oversight.
Delay expected
4 June 2025 5:36 PM
Insider Transaction Report
- The Form 4 filing was submitted late due to an inadvertent administrative oversight, as stated in the filing.
Better than expected
27 May 2025 1:31 PM
Insider Transaction Report Amendment
- The vesting of 109,250 Performance Share Units indicates that Groupon successfully met a pre-established stock price hurdle, which is a positive performance indicator for the company's stock.
Worse than expected
7 May 2025 4:11 PM
Earnings Press Release
- Global revenue decreased by 5% year-over-year, indicating a decline in overall sales performance.
- Adjusted EBITDA decreased from $19.5 million to $15.3 million, suggesting a decrease in profitability.
Worse than expected
7 May 2025 4:11 PM
Quarterly Report
- Revenue decreased from $123.08 million to $117.19 million, indicating a worse than expected performance.
- Adjusted EBITDA decreased from $19.52 million to $15.33 million, indicating a worse than expected performance.
Worse than expected
28 April 2025 4:07 PM
Proxy Statement
- The company reported a net loss of $57 million in 2024.
- The adjusted EBITDA goal for the 2024 Annual Bonus Plan remained below threshold.
Worse than expected
11 March 2025 4:13 PM
Earnings Release
- While North America Local billings showed positive growth, overall revenue, gross billings, and unit sales decreased year-over-year, and the company reported a net loss for both the quarter and the full year.
Worse than expected
11 March 2025 4:12 PM
Annual Results
- Gross billings, units, revenue, and gross profit all decreased year-over-year, indicating a decline in overall business activity.
Capital raise
19 November 2024 4:10 PM
Debt Issuance Announcement
- The document details a capital raise of $20 million through the issuance of convertible senior secured notes.
- The total issuance was $197.26 million, with the majority being an exchange of existing debt.
Worse than expected
12 November 2024 4:51 PM
Quarterly Report
- The company's revenue, gross profit, and adjusted EBITDA all decreased compared to the same period last year, indicating worse than expected results.
Capital raise
12 November 2024 4:51 PM
Quarterly Report
- The company completed an $80 million fully backstopped rights offering in January 2024.
- The company entered into exchange and subscription agreements for $197.3 million of new convertible senior secured notes due 2027.
Delay expected
12 November 2024 4:51 PM
SEC Form 4 Filing
- The Form 4 filing was submitted late due to an inadvertent administrative oversight.
Capital raise
12 November 2024 4:50 PM
Financing Announcement
- Groupon is raising $20 million in gross cash proceeds through the issuance of new 2027 convertible secured notes.
- The company is also exchanging $176.26 million of existing 2026 notes for new 2027 notes, which is a form of capital restructuring.
Better than expected
30 July 2024 4:19 PM
Quarterly Report
- The company reported a smaller net loss compared to the same quarter last year.
- The company achieved positive operating and free cash flow.
- North America local revenue grew by 7% year-over-year.
Worse than expected
30 July 2024 4:18 PM
Quarterly Report
- The company's revenue decreased slightly year-over-year, indicating a worse performance than expected in terms of top-line growth.
Better than expected
9 May 2024 4:09 PM
Quarterly Report
- The company's results were better than expected as they exceeded the high end of guidance.
- The company achieved its first consolidated revenue growth since 2016.
- Adjusted EBITDA turned positive, a significant improvement from the previous year.
Worse than expected
9 May 2024 4:06 PM
Quarterly Report
- While the net loss improved, the company still reported a loss and gross billings decreased, indicating worse than expected performance.
Capital raise
9 May 2024 4:06 PM
Quarterly Report
- The company completed an $80 million fully backstopped rights offering in January 2024.
- The rights offering was fully backstopped by Pale Fire Capital SICAV a.s.
Capital raise
7 May 2024 9:26 AM
Executive Appointment and Compensation Announcement
- The company is seeking stockholder approval to increase the number of shares available under the 2011 Incentive Plan by 7,000,000 shares.
- This increase is necessary to cover the PSU awards granted to the CEO and CFO, as well as future awards to other employees.
Capital raise
29 April 2024 5:25 PM
Proxy Statement
- The Pale Fire Parties amended and restated the Standstill Agreement to (a) modify the termination date from the earlier to occur of forty-five days following the date on which Mr.
- Senkypl shall cease to serve for any reason as Interim Chief Executive Officer or Chief Executive Officer of the Company to December 31, 2024; and (b) exclude any and all shares of common stock purchased by the Pale Fire Parties in connection with (i) their exercise of basic subscription rights prior to the expiration of the Rights Offering, (ii) fully purchasing any and all unsubscribed shares in the Rights Offering following its expiration, and (iii) the exercise of their over-subscription privileges, if applicable, from the Pale Fire Parties existing 25% beneficial ownership limitation.
Better than expected
15 March 2024 7:05 AM
Quarterly Report
- The company's Q4 results were better than expected, with positive net income and adjusted EBITDA, which is a significant improvement from previous quarters.
- The company also resolved its going concern issue, which was a major concern in previous periods.
Capital raise
15 March 2024 7:05 AM
Quarterly Report
- In January 2024, Groupon closed a fully backstopped Rights Offering that was oversubscribed and raised $80.0 million.
Worse than expected
15 March 2024 6:58 AM
Annual Results
- The document outlines numerous risks and challenges, suggesting that the company's future performance may be worse than expected.
Capital raise
14 February 2024 7:29 PM
Debt Repayment Announcement
- Groupon conducted an $80 million fully backstopped rights offering.
- The rights offering was made available to all holders of record of the company's common stock.
- The proceeds from the rights offering were used to repay debt and for general corporate purposes.
Capital raise
22 January 2024 8:30 AM
Capital Raise Announcement
- Groupon completed an $80 million rights offering.
- The offering was fully backstopped and significantly oversubscribed.
- The company issued 7,079,646 shares at $11.30 per share.
Better than expected
12 January 2024 8:41 AM
Business Update
- The company expects Q4 2023 results to be at or above the high end of guidance, indicating better than expected performance.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.