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Groupon Announces Closing of Successful, Oversubscribed Rights Offering and Total Capital Raise of $80.0 Million

Chicago, Illinois--(Newsfile Corp. - January 22, 2024) - Groupon, Inc. (NASDAQ: GRPN) (the "Company" or "Groupon") today announced the successful closing of

articleGroupon, Inc.January 22, 20244/company/groupon-inc/news/groupon-announces-closing-of-successful-oversubscribed-rights-offering-and-total
Groupon Announces Closing of Successful, Oversubscribed Rights Offering and Total Capital Raise of $80.0 Million

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[{"type":"text","content":"Chicago, Illinois--(Newsfile Corp. - January 22, 2024) - Groupon, Inc. (NASDAQ: GRPN) (the \"Company\" or \"Groupon\") today announced the successful closing of its $80.0 million 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 $80.0 million in gross proceeds to the Company. As detailed below, the Rights Offering was significantly oversubscribed, and the subscriptions, inclusive of the exercise of all over-subscription privileges (such aggregate number, the \"Subscriptions\"), well exceeded $80.0 million, the maximum aggregate offering size of the Rights Offering.\nThe subscription period for the Rights Offering expired at 5:00 P.M., New York City time, on January 17, 2024 (the \"Expiration Date\"). Through the exercise of both basic subscription rights and over-subscription privileges, Pale Fire Capital SICAV a.s. (the \"Backstop Party\"), an entity affiliated with Dusan Senkypl, the Company's Interim Chief Executive Officer and a member of the Company's Board of Directors (the \"Board\"), and Jan Barta, a member of the Company's Board, subscribed for approximately 7.1 million shares and other stockholders subscribed for approximately 9.7 million shares. The Company is issuing 4,574,113 shares of Common Stock via the exercise of the basic subscription rights and 2,505,533 shares of Common Stock via the exercise of over-subscription privileges. The Backstop Party purchased approximately 3.1 million shares of Common Stock in connection with the Rights Offering.\nPursuant to the Backstop Agreement, dated November 9, 2023, the Backstop Party agreed to (i) exercise its basic subscription rights in full and (ii) purchase any and all shares of Common Stock not subscribed for following the Expiration Date of the Rights Offering. As no shares remained unsubscribed following the Expiration Date, the purchase of unsubscribed shares became unnecessary.\nThe Company intends to use the proceeds from the Rights Offering for general corporate purposes, which may include the repayment of debt.\nRights Offering participants should expect to receive the shares of Common Stock purchased by them in uncertificated book-entry form sh...

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