NASDAQ
5 days, 10 hours ago 
GRPN
Groupon, INC
Form 4: Groupon CFO Jiri Ponrt Reports Equity Transactions Including PSU Exercise and New Grant
Groupon's Chief Financial Officer, Jiri Ponrt, reported the exercise of performance share units into common stock, a forfeiture of some units, and the grant of new performance share units with future vesting conditions.
NASDAQ
5 days, 10 hours ago 
GRPN
Groupon, INC
Form 4: Groupon CEO Dusan Senkypl Converts Performance Share Units, Increases Direct Stock Ownership
Groupon, Inc. CEO and 10% owner Dusan Senkypl reported the conversion of performance share units into common stock, increasing his direct beneficial ownership.
NASDAQ
10 days, 23 hours ago 
GRPN
Groupon, INC
8-K: Groupon Restructures Debt, Extends Maturities with $244 Million Convertible Note Exchange
Groupon, Inc. announced a privately negotiated exchange of $170 million in existing convertible notes for $244 million of new 4.875% Convertible Senior Notes due 2030, extending maturities and modifying covenants.
Capital raise
 
NASDAQ
11 days, 15 hours ago 
GRPN
Groupon, INC
Form 4: Groupon Director Theodore Leonsis Reports Acquisition of Shares from RSU Vesting
Groupon, Inc. Director Theodore Leonsis reported the acquisition of 13,343 shares of common stock on June 12, 2025, resulting from the vesting of Restricted Stock Units.
Delay expected
 
NASDAQ
11 days, 15 hours ago 
GRPN
Groupon, INC
Form 4: Groupon Director Jason Harinstein Acquires Shares Through RSU Vesting
Groupon, Inc. Director Jason Harinstein acquired 11,511 shares of common stock on June 12, 2025, through the vesting of Restricted Stock Units, increasing his direct beneficial ownership to 55,658 shares.
Delay expected
 
NASDAQ
11 days, 15 hours ago 
GRPN
Groupon, INC
Form 4: Groupon Director Robert J. Bass Increases Stake Through RSU Vesting
Groupon, Inc. Director Robert J. Bass acquired 12,325 shares of common stock valued at $32.33 per share upon the vesting of Restricted Stock Units, increasing his direct beneficial ownership to 104,731 shares.
Delay expected
 
NASDAQ
12 days, 14 hours ago 
GRPN
Groupon, INC
Form 4: Groupon Director Jason Harinstein Receives Equity Grant, Filing Delayed Due to Administrative Oversight
Groupon, Inc. Director Jason Harinstein was granted 5,766 Restricted Stock Units on June 11, 2025, a transaction reported late due to an administrative oversight.
Delay expected
 
NASDAQ
15 days, 12 hours ago 
GRPN
Groupon, INC
8-K: Groupon Shareholders Re-Elect Directors and Ratify Auditor at Annual Meeting
Groupon, Inc. announced the results of its Annual Meeting of Stockholders held on June 11, 2025, where all five director nominees were elected, Deloitte & Touche LLP was ratified as the independent auditor, and named executive officer compensation received advisory approval.
NASDAQ
15 days, 14 hours ago 
GRPN
Groupon, INC
Form 4: Groupon Director Robert Bass Granted 6,174 Restricted Stock Units
Groupon, Inc. Director Robert J. Bass was granted 6,174 Restricted Stock Units (RSUs) on June 11, 2025, which are scheduled to vest on June 11, 2026.
NASDAQ
15 days, 14 hours ago 
GRPN
Groupon, INC
Form 4: Groupon Director Theodore Leonsis Granted Restricted Stock Units
Groupon, Inc. Director and 10% Owner Theodore Leonsis was granted 6,685 Restricted Stock Units (RSUs) as part of his compensation, aligning his interests with shareholders.
GRPN 
Groupon, INC 
NASDAQ

8-K: Groupon Restructures Debt, Extends Maturities with $244 Million Convertible Note Exchange

Sentiment:
 Financing Transaction Announcement
 18 June 2025 7:29 AM

Groupon, Inc. announced a privately negotiated exchange of $170 million in existing convertible notes for $244 million of new 4.875% Convertible Senior Notes due 2030, extending maturities and modifying covenants.

Capital raise
  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. 

Summary
  • Groupon, Inc. entered into agreements to exchange $170 million aggregate principal amount of its 1.125% Convertible Senior Notes due 2026 and 6.25% Convertible Senior Secured Notes due 2027.
  • These notes will be exchanged for $244.071 million aggregate principal amount of newly issued 4.875% Convertible Senior Notes due 2030.
  • Specifically, $20 million of 2026 Notes were exchanged for $20 million of 2030 Notes, and $150 million of 2027 Notes were exchanged for $224.071 million of 2030 Notes.
  • The new 2030 Notes are senior unsecured obligations, accrue interest at 4.875% annually, payable semiannually, and mature on June 30, 2030.
  • The initial conversion price for the 2030 Notes is approximately $54.04 per share, representing a 50.0% premium over Groupon's June 17, 2025 Nasdaq closing price.
  • Holders of approximately 76% of the outstanding 2027 Notes have agreed to amend the 2027 Notes indenture, deleting most restrictive covenants and releasing all collateral.
  • The company will not receive any cash proceeds from this exchange.
  • The transaction is expected to close around July 2, 2025.
Sentiment

Score: 6

Explanation: The transaction extends debt maturities, which is generally positive for liquidity management. However, it comes at the cost of a significant increase in the principal amount of debt ($170M to $244M) and the release of collateral on the 2027 notes, which could be viewed as a concession. The higher conversion premium is good, but the overall increase in debt principal offsets some of the benefits.

Positives
  • Extends the maturity of a significant portion of debt from 2026 and 2027 to 2030, improving the company's liquidity profile and reducing near-term refinancing pressure.
  • The new 2030 Notes are unsecured, and the amendments to the 2027 Notes indenture release collateral, which could provide the company with more financial flexibility and unencumbered assets.
  • The initial conversion price of $54.04 per share for the new notes represents a 50.0% premium over the June 17, 2025 closing price, indicating a higher threshold for equity dilution compared to the current stock price.
  • The interest rate on the new 2030 Notes (4.875%) is lower than the 6.25% rate on the 2027 Notes, though higher than the 1.125% rate on the 2026 Notes.
Negatives
  • The aggregate principal amount of debt increased significantly from $170 million (old notes) to $244.071 million (new notes), representing a 43.6% increase in principal.
  • The exchange of $150 million of 2027 Notes for $224.071 million of 2030 Notes implies a substantial increase in the principal amount for those specific noteholders, which could be viewed as a cost to extend maturity.
  • The release of collateral and deletion of restrictive covenants for the 2027 Notes could weaken the position of remaining 2027 noteholders who did not participate in the exchange, as their notes are now unsecured and less protected.
  • The company will not receive any cash proceeds from this transaction.
Risks
  • Dilution Risk: Potential future dilution if the stock price reaches the conversion price of $54.04 per share, or if the company elects to settle conversions in shares.
  • Market Risk: The ability to redeem notes is contingent on the stock price reaching 130% of the conversion price, which is subject to market fluctuations.
  • Refinancing Risk: While maturities are extended, the company will still face refinancing needs for the 2030 Notes.
  • Unregistered Securities Risk: The New Notes and underlying shares are not registered under the Securities Act, limiting their immediate liquidity for investors.
  • Legal/Regulatory Risk: The company's representations regarding compliance with securities laws and listing requirements are subject to ongoing adherence.
Future Outlook

The company expects the exchange transactions to close on or around July 2, 2025, subject to customary closing conditions. The new notes will mature on June 30, 2030, extending the company's debt maturity profile. Groupon intends to submit an application for listing additional shares on the Nasdaq Global Select Market related to the underlying shares of the new convertible notes.

Management Comments
  • "The Company has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby."
  • "The Company acknowledges that the terms of this Agreement have been mutually negotiated between the parties."
  • "The Company will, no later than the first business day following the Closing, file a Current Report on Form 8-K publicly disclosing the closing of the Notes Transactions."
Industry Context

This debt restructuring by Groupon reflects a common strategy for companies seeking to manage their debt profiles, especially in evolving digital commerce and services industries. By extending maturities, Groupon aims to alleviate near-term financial pressures, a move often seen in companies undergoing strategic transformations or facing market uncertainties. The shift from secured to unsecured debt for a portion of its obligations, coupled with the release of collateral, suggests a move towards greater financial flexibility, which could be a positive signal to the market about the company's perceived stability or future prospects, or a necessary concession to achieve the maturity extension.

Comparison to Industry Standards
  • N
  • A
Stakeholder Impact
  • Shareholders: Potential for future dilution if the new convertible notes are converted into common stock, though the high conversion premium mitigates immediate dilution risk. The extension of debt maturity could be seen positively as it reduces near-term refinancing risk.
  • Existing 2026 and 2027 Noteholders (Participating): Their notes are exchanged for new notes with a later maturity date (2030) and a different interest rate (4.875%). For 2027 noteholders, their secured notes become unsecured, but they receive a higher principal amount of new notes.
  • Existing 2027 Noteholders (Non-Participating): Their notes will become unsecured and lose the benefit of restrictive covenants and collateral, potentially diminishing the value and security of their holdings.
  • Creditors (General): The company's overall debt principal increases, but the maturity profile is extended, which could be viewed as a mixed signal depending on the company's cash flow generation capabilities.
Next Steps
  • Closing of the Exchange transactions on or around July 2, 2025.
  • Execution of a supplemental indenture to effect Proposed Amendments to the 2027 Notes indenture upon settlement of the Exchange.
  • Company to submit an Application for Listing of Additional Shares for the underlying common stock on the Nasdaq Global Select Market.
  • Company to file a Current Report on Form 8-K publicly disclosing the closing of the Notes Transactions no later than the first business day following the Closing.
Key Dates
  • 2021-03-25: Date of the indenture for the 1.125% Convertible Senior Notes due 2026 (2026 Notes Indenture).
  • 2024-11-19: Date of the indenture for the 6.25% Convertible Senior Secured Notes due 2027 (2027 Notes Indenture).
  • 2024-12-31: End of fiscal year for Groupon's Annual Report on Form 10-K.
  • 2025-01-01: Start date for public filings reviewed by the company for accuracy.
  • 2025-03-31: End of quarter for Groupon's Quarterly Report on Form 10-Q.
  • 2025-06-17: Nasdaq closing price date used for calculating the 50.0% premium on the new notes' conversion price.
  • 2025-06-18: Date of earliest event reported; Groupon entered into privately negotiated Exchange Agreements and issued a press release.
  • 2025-07-02: Expected closing date for the Exchange transactions.
  • 2025-07-16: Termination date for the Exchange Agreement if closing has not occurred.
  • 2025-12-30: First interest payment date for the new 4.875% Convertible Senior Notes due 2030.
  • 2028-07-02: Earliest date Groupon may redeem the new 2030 Notes.
  • 2030-03-31: Date after which holders of 2030 Notes may convert regardless of conditions.
  • 2030-06-30: Maturity date for the new 4.875% Convertible Senior Notes due 2030.
Keywords
Groupon, GRPN, Convertible Notes, Debt Restructuring, Financing, SEC Filing, 8-K, Debt Exchange, Corporate Finance, Convertible Senior Notes, Maturity Extension, Unsecured Debt, Collateral Release, Corporate Governance, Investment, Nasdaq
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.
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.
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.
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.