10 November 2023

On November 9th, 2023, Groupon, Inc. (NASDAQ: GRPN) (the “Company”) announced that the Company’s Board of Directors (the “Board”) has approved an $80.0 million fully backstopped rights offering (the “Rights Offering”) available to all holders of record of the Company’s common stock, par value $0.0001 (“Common Stock”), as of 5:00 p.m., New York City time, on November 20, 2023 (the “Record Date”).

The Rights Offering will be made through the distribution to all holders of record of Common Stock as of the Record Date of non-transferable basic subscription rights to purchase shares of Common Stock at a subscription price of $11.30 per share and otherwise on such terms and subject to such conditions as may be required to comply with any applicable Nasdaq Global Select Market stock exchange rules and regulations. The Company expects to receive gross proceeds of $80.0 million, less expenses related to the Rights Offering. The Rights Offering is currently expected to commence promptly after the Record Date and expire at 5:00 p.m., New York City time, on January 10, 2024 (the “Expiration Date”).

The Rights Offering is fully backstopped by 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 Board, and Jan Barta, a member of the Board. The Backstop Party has committed to (i) fully exercise its basic subscription rights prior to the Expiration Date and (ii) fully purchase any and all unsubscribed shares in the Rights Offering following the Expiration Date at a price of $11.30 per share and on the same terms and conditions as other rights holders.

The Company intends to use the proceeds from the Rights Offering for general corporate purposes, which may include the repayment of debt.

Groupon Announces $80.0 Million Fully Backstopped Rights Offering for Common Stock

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