Item 1.01. Entry into a Material Definitive Agreement. Indenture and Notes



On March 25, 2021, Groupon, Inc. (the "Company") issued $200.0 million aggregate
principal amount of 1.125% Convertible Senior Notes due 2026 (the "Notes") in a
private offering to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the
purchase agreement between the Company and the initial purchasers of the Notes,
the Company granted the initial purchasers an option to purchase, for settlement
within a period of 13 days (i.e., April 6, 2021), up to an additional
$30,000,000 principal amount of Notes.

The Company received net proceeds of approximately $193.0 million from the sale
of the Notes, after deducting the initial purchasers' discount and estimated
offering expenses payable by the Company. The Company used approximately $23.8
million of the net proceeds from the offering to pay the cost of the capped call
transactions described below. The Company intends to use the remainder of the
net proceeds, together with cash on hand, to repay or repurchase, at or prior to
maturity, all of the Company's outstanding $250,000,000 aggregate principal
amount of 3.25% Convertible Senior Notes due April 2022 and, if applicable,
unwind the related hedge and warrant transactions.

The Notes were issued pursuant to an indenture (the "Indenture"), dated as of
March 25, 2021, by and between the Company and U.S. Bank National Association,
as trustee. Interest on the Notes will accrue from March 25, 2021 and will be
payable semiannually in arrears on March 15 and September 15 of each year,
beginning on September 15, 2021. The Notes may bear additional interest under
specified circumstances relating to the Company's failure to comply with its
reporting obligations under the Indenture or if the Notes are not freely
tradeable as required by the Indenture. The Notes will mature on March 15, 2026,
unless earlier repurchased or redeemed by the Company or converted pursuant to
their terms.

The initial conversion rate of the Notes is 14.6800 shares of the Company's
common stock, par value $0.0001 per share ("Common Stock"), per $1,000 principal
amount of Notes (which is equivalent to an initial conversion price of
approximately $68.12 per share). The conversion rate will be subject to
adjustment upon the occurrence of certain specified events but will not be
adjusted for any accrued and unpaid interest. In addition, upon the occurrence
of a make-whole fundamental change (as defined in the Indenture) or if the
Company issues a notice of redemption, the Company will, in certain
circumstances, increase the conversion rate by a number of additional shares for
a holder that elects to convert its Notes in connection with such make-whole
fundamental change or redemption.

Prior to the close of business on the business day immediately preceding
December 15, 2025, the Notes will be convertible only under the following
circumstances: (1) during any calendar quarter commencing after the calendar
quarter ending on June 30, 2021, and only during such calendar quarter, if the
last reported sale price of the Common Stock for at least 20 trading days
(whether or not consecutive) in a period of 30 consecutive trading days ending
on, and including, the last trading day of the immediately preceding calendar
quarter is greater than or equal to 130% of the conversion price on each
applicable trading day; (2) during the five business-day period after any five
consecutive trading-day period in which the trading price per $1,000 principal
amount of Notes for such trading day was less than 98% of the product of the
last reported sale price of the Common Stock and the conversion rate on each
such trading day; (3) if the Company calls the Notes for redemption, Notes
called (or deemed called) for redemption may be surrendered for conversion
during the related redemption period; or (4) upon the occurrence of specified
corporate events. On or after December 15, 2025, until the close of business on
the second scheduled trading day immediately preceding the maturity date,
holders of the Notes may convert all or any portion of their Notes regardless of
the foregoing conditions. Upon conversion, the Company will pay or deliver, as
the case may be, either cash, shares of Common Stock or a combination of cash
and shares of Common Stock, at the Company's election.

The Company may not redeem the Notes prior to March 20, 2024. On or after March
20, 2024, the Company may redeem for cash all or any portion of the Notes, at
its option, if the last reported sale price of the Common Stock has been at
least 130% of the conversion price then in effect for at least 20 trading days
(whether or not consecutive) during any 30 consecutive trading-day period
(including the last trading day of such period) ending

--------------------------------------------------------------------------------

on, and including, the trading day immediately preceding the date on which the
Company provides a notice of redemption at a redemption price equal to 100% of
the principal amount of the Notes to be redeemed, plus any accrued and unpaid
interest to, but excluding, the redemption date. No sinking fund is provided for
the Notes.

Upon the occurrence of a fundamental change (as defined in the Indenture) prior
to the maturity date, holders may require the Company to repurchase all or a
portion of the Notes for cash at a price equal to 100% of the principal amount
of the Notes to be repurchased, plus any accrued and unpaid interest to, but
excluding, the fundamental change repurchase date.

The Notes are the Company's senior unsecured obligations and will rank senior in
right of payment to any of the Company's indebtedness that is expressly
subordinated in right of payment to the Notes; equal in right of payment to any
of the Company's unsecured indebtedness that is not so subordinated; effectively
junior in right of payment to any of the Company's secured indebtedness to the
extent of the value of the assets securing such indebtedness; and structurally
junior to all indebtedness and other liabilities of current or future
subsidiaries of the Company (including trade payables).

The Indenture contains customary provisions relating to the occurrence of
"Events of Default" (as defined in the Indenture), which include the following:
(i) certain payment defaults on the Notes (which, in the case of a default in
the payment of interest on the Notes, will be subject to a 30-day cure period);
(ii) the Company's failure to send certain notices under the Indenture within
specified periods of time; (iii) the Company's failure to comply with certain
covenants in the Indenture relating to the Company's ability to consolidate with
or merge with or into, or sell, lease or otherwise transfer, in one transaction
or a series of transactions, all or substantially all of the assets of the
Company and its subsidiaries, taken as a whole, to another person; (iv) a
default by the Company in its other obligations or agreements under the
Indenture or the Notes if such default is not cured or waived within 60 days
after notice is given in accordance with the Indenture; (v) certain defaults by
the Company or any of its significant subsidiaries with respect to indebtedness
. . .

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 3.02 Unregistered Sales of Equity Securities.



The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2)
of the Securities Act in transactions not involving any public offering. The
Notes were resold by the initial purchasers to persons whom the initial
purchasers reasonably believe are "qualified institutional buyers," as defined
in, and in accordance with, Rule 144A under the Securities Act. Any shares of
the Company's Common Stock that may be issued upon conversion of the Notes will
be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an
exchange by the Company exclusively with its security holders. A maximum of
3,816,780 of Common Stock may be issued upon conversion of the Notes (or
4,389,297 shares of Common Stock if the initial purchasers fully exercise their
option to purchase additional Notes), based on the initial maximum conversion
rate of 19.0839 shares of Common Stock per $1,000 principal amount of Notes,
which is subject to customary anti-dilution adjustment provisions.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:


      Exhibit No.                   Description
      4.1                             Indenture, dated March 25, 2021,

between Groupon, Inc. and U.S.

Bank National Association
                                      Form of 1.125% Convertible Senior Note due 2026 (included in
      4.2                           Exhibit 4.1)
      10.1                            Form of Capped Call Confirmation
                                    Cover Page Interactive Data File

(embedded within the Inline XBRL


      104                           document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses