Groupon, Inc. $80.0 Million Fully Backstopped Rights Offering for Common Stock

Winston & Strawn LLP represented Groupon, Inc. (the “Company”) in its US$80M fully backstopped rights offering (the “Rights Offering”) for shares of the Company's common stock, par value $0.0001 (the “Common Stock”). Pursuant to the terms of the Rights Offering, 7,079,646 shares of Common Stock were purchased at $11.30 per share, generating US$80M in gross proceeds to the Company. The Rights Offering was significantly oversubscribed, and the subscriptions, inclusive of the exercise of all over-subscription privileges, well exceeded US$80M, the maximum aggregate offering size of the Rights Offering. The Rights Offering commenced on November 21, 2023 and closed in late January 2024. The proceeds of the Rights Offering will be used for general corporate purposes, which may include the repayment of debt.

Kroll Issuer Services (US) served as subscription and information agent for the Rights Offering.