Groupon Terminates Material Agreement, Files 8-K

TL;DR

**Groupon just terminated a key agreement, filed an 8-K on Feb 15th, watch for details on what it means for their business!**

AI Summary

Groupon, Inc. filed an 8-K on February 15, 2024, reporting an event that occurred on February 12, 2024. The filing indicates the termination of a material definitive agreement, as well as the inclusion of financial statements and exhibits. This report was filed under the Securities Exchange Act of 1934 by the Delaware-incorporated company, Groupon, Inc., whose business address is 35 West Wacker Drive, 25th Floor, Chicago, Illinois 60601.

Why It Matters

The termination of a material definitive agreement can signal a significant shift in a company's operations, strategy, or financial commitments, potentially impacting future revenue or expenses. Investors will need to await further details to understand the full implications for Groupon's business.

Risk Assessment

Risk Level: medium — Terminating a material agreement introduces uncertainty, as the impact on future operations, revenue, or costs is not specified in this initial filing.

Key Numbers

• 2024-02-12 — Earliest Event Date (Date of the reported event, 'Termination of a Material Definitive Agreement'.)
• 2024-02-15 — Filing Date (Date the 8-K was filed with the SEC.)

Key Players & Entities

• Groupon, Inc. (company) — Registrant and filer of the 8-K
• February 12, 2024 (date) — Date of earliest event reported
• February 15, 2024 (date) — Date the 8-K was filed
• 001-35335 (other) — Commission File Number
• 35 West Wacker Drive, 25th Floor, Chicago, Illinois 60601 (other) — Business address of Groupon, Inc.

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share GRPN NASDAQ Global Select Mar
• $43.1 million — . (the "Company") prepaid approximately $43.1 million (the "Payoff Amount") to terminate all
• $42.8 million — he Payoff Amount included approximately $42.8 million in principal, $0.1 million in interest,
• $0.1 million — proximately $42.8 million in principal, $0.1 million in interest, and $0.2 million in fees.
• $0.2 million — rincipal, $0.1 million in interest, and $0.2 million in fees. The Company was not subject to
• $80.0 million — yoff Amount using the proceeds from its $80.0 million fully backstopped rights offering (the

Filing Documents

• grpn-20240212.htm (8-K) — 26KB
• 0001490281-24-000016.txt ( ) — 151KB
• grpn-20240212.xsd (EX-101.SCH) — 2KB
• grpn-20240212_lab.xml (EX-101.LAB) — 24KB
• grpn-20240212_pre.xml (EX-101.PRE) — 13KB
• grpn-20240212_htm.xml (XML) — 3KB

02 . Termination of a Material Definitive Agreement

Item 1.02 . Termination of a Material Definitive Agreement. On February 12, 2024, Groupon, Inc. (the "Company") prepaid approximately $43.1 million (the "Payoff Amount") to terminate all commitments to extend further credit under the Second Amended and Restated Credit Agreement, dated as of May 14, 2019 (as amended by the First Amendment, dated as of July 17, 2020, the Second Amendment, dated as of March 22, 2021, the Third Amendment, dated as of September 28, 2022, the Fourth Amendment, dated as of March 13, 2023 and the Fifth Amendment, dated as of November 7, 2023, collectively, the "Credit Agreement") with JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party to the Credit Agreement. The Payoff Amount included approximately $42.8 million in principal, $0.1 million in interest, and $0.2 million in fees. The Company was not subject to any early termination penalties under the Credit Agreement. The payment of the Payoff Amount terminated the Company's obligations under the Credit Agreement, except for ordinary and customary survival terms. In addition, the Company retained access to letters of credit, originally available under the Credit Agreement, pursuant to its pre-existing Cash Collateral Agreement with JPMorgan Chase Bank, N.A. The Company remitted the Payoff Amount using the proceeds from its $80.0 million fully backstopped rights offering (the "Rights Offering") made available to all holders of record of the Company's common stock, par value $0.0001. The terms of the Rights Offering permit the Company to use the proceeds for general corporate purposes, including the repayment of debt.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GROUPON, INC. Date: February 14, 2024 By: /s/ Jiri Ponrt Name: Jiri Ponrt Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR