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GROUPON, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

09/29/2022 | 05:21pm EDT

Item 1.01. Entry into a Material Definitive Agreement


On September 28, 2022, Groupon, Inc. (the "Company") entered into an amendment
of its existing credit agreement to modify certain financial covenants and
provide for additional flexibility in its operations. Specifically, the Company
and certain of its subsidiaries entered into a Third Amendment (the "Amendment")
to 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 and the Second
Amendment, dated as of March 22, 2021, the "Existing Credit Agreement") with
JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party
to that Existing Credit Agreement. Following the date of the Amendment, the
Company's requirement to maintain (i) a maximum funded indebtedness to EBITDA
ratio of 3.25:1.00 shall be increased to 4.50:1.00 for the fiscal quarters
ending September 30, 2022 through June 30, 2023 and 4.25:1.00 for the fiscal
quarters ending thereafter and (ii) a quarterly minimum liquidity balance
(including any undrawn amounts under the credit facility) of at least 70% of the
Company's accrued merchant and supplier payables balance shall be changed to
require maintenance of a monthly minimum liquidity balance (including any
undrawn amounts under the credit facility) of at least 100% of the Company's
accrued merchant and supplier payables balance. In addition, for purposes of
calculating EBITDA under the Existing Credit Agreement, the Amendment increases
the cap on certain add-backs for non-recurring charges, restructuring charges
and certain run-rate cost savings and synergies from the greater of (x) $60
million and (y) 20% of EBITDA, to (i) $100 million for the fiscal quarters
ending September 30, 2022 and December 31, 2022, (ii) $85 million for the fiscal
quarter ending March 31, 2023, (iii) $70 million for the fiscal quarter ending
June 30, 2023, and (iv) $60 million for each fiscal quarter ending thereafter.

The Amendment further restricts certain existing negative covenants, including
with respect to the Company's ability to make share repurchases, acquisitions,
investments and to incur additional indebtedness and liens. Additionally, going
forward, the Amendment requires the Company to deliver to the Administrative
Agent certain monthly financial statements.

In addition to the foregoing covenant changes, the Amendment modifies the
Existing Credit Agreement (as amended, the "Amended Credit Agreement") by
reducing the Company's senior secured revolving line of credit from $225 million
to $150 million. As of June 30, 2022, the Company had $60 million of borrowings
and $23.4 million of letters of credit outstanding under the Existing Credit
Agreement. Accordingly, the Company did not repay any of these outstanding
amounts in connection with the Amendment. The Company drew an additional $40
million of borrowings under the credit facility on the date of the Amendment.

The Amendment replaces LIBOR as a benchmark interest rate under the Existing
Credit Agreement with Term SOFR plus a credit spread adjustment of 10 basis
points. The Amendment also provides that, from the date of the Amendment through
the fiscal quarter ending June 30, 2023, the ABR and Canadian prime spreads
shall be raised to 1.50%, the fixed rate spreads to 2.50% and the commitment fee
to 0.4% on the daily amount of the unused commitments under the Amended Credit
Agreement. After June 30, 2023, the applicable spreads and commitment fee will
revert to the levels set by the Existing Credit Agreement, with the addition of
a new tier that is applicable when the ratio of funded indebtedness to EBITDA
exceeds 3.00:1.00 and provides for ABR and Canadian prime spreads of 1.25%,
fixed rate spreads of 2.25% and a commitment fee of 0.4% on the daily amount of
the unused commitments under the Amended Credit Agreement.

The foregoing description of the Amendment and the Amended Credit Agreement is a
summary only. It is qualified in its entirety by reference to the full text of
the Amendment and the Amended Credit Agreement, which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

        (d)         Exhibits:
      Exhibit No.                   Description
      10.1                            Third Amendment, dated as of September 28, 2022, among the
                                    Company, the subsidiaries of the

Company party thereto, JPMorgan

                                    Chase Bank, N.A., as Administrative 

Agent, and the lenders party

                                    thereto, to the Second Amended and 

Restated Credit Agreement, dated

                                    as of May 14, 2019 (and as amended by 

the First Amendment, dated as

                                    of July 17, 2020 and the Second 

Amendment, dated as of March 22,

                                    2021), among the Company, JPMorgan Chase Bank, N.A., as
                                    Administrative Agent, and the lenders party thereto  .
                                    Cover Page Interactive Data File

(embedded within the Inline XBRL

      104                           document)





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