JWCA advises Groupon on its $230 million convertible and capped call

March 2021 | read press release

Transaction Background

Groupon successfully raised $230 million (inclusive of greenshoe) in the convertible market at attractive terms (1.125% coupon and 30.0% conversion premium)

Notwithstanding elevated market volatility, Groupon took advantage of the recent strength in its stock price to successfully execute its first publicly-marketed convertible bond and capped call

Groupon engaged J. Wood Capital Advisors to assist in the structuring, negotiation, documentation and execution of its transaction

• Convertible and derivative overlay structuring

• Syndicate structure and precedent data

• Analysis and economics around the potential repayment of existing debt and unwinding the existing call spread

• Accounting analysis/implications

• Convertible and capped call documentation advice to ensure maximum value and future efficiency/flexibility for the company

JWCA designed and ran a capped call auction process to achieve competitive terms

JWCA provided advice, support and analysis throughout the negotiation and execution process

Results

Groupon’s convertible issuance was well-received by investors

• The transaction was oversubscribed, reflecting investor interest and demand in the Company’s offering

• The deal priced at 1.125% coupon and 30.0% conversion premium

  • The 1.125% coupon is 2.125% lower than the Company’s previous convertible offering

Capped call documentation and auction process produced meaningful savings for Groupon, while maximizing flexibility for the Company