J. Wood Capital Advisors acts as sole placement agent for Groupon’s $244 million convertible exchange

June 2025 | read press release

Transaction Background

Following the exchange of its 2026 convertible into a new longer dated and secured 2027 convertible in November 2024, Groupon’s (the “Company”) stock price quadrupled

Groupon was interested in refinancing the secured 2027 convertible to simplify its capital structure

Company objectives:

• Refinance the 2027 convertible and strip the convertible of its security and covenant package

• Secure flexible long-dated and attractively priced capital

• Avoid stock price risk by pricing overnight

• Manage overall dilution of the transaction by achieving a significant conversion premium

JWCA acted as financial advisor for the exchange and new issuance, providing the following support for the Company:

• Advised on financing tactics and investor targeting to drive Company-friendly terms

• Designed a private exchange process that eliminated stock price risk

• Led investor outreach and execution of exchange

Results

The Company executed a successful refinancing transaction for its 6.25% secured convertible due 2027 in private exchange process which allowed for the transaction to be priced without a day of risk in the market:

• Groupon successfully stripped the 2027 convertible of its security and covenant package by retiring 76% of its principal

• The Company was able to increase the 2027 convertible’s conversion price and extend the maturity by an additional ~3 years

Groupon simultaneously addressed $20mm (37%) of its stub 2026 convertible

This is J. Wood Capital’s third advisory assignment for the Company