U.S. Case Study: Groupon Rights Offering

In 2023, Groupon, Inc. commenced an $80 million fully backstopped rights offering, which was made available to all common stockholders as of November 20, 2023. At the time of the rights offering announcement, Groupon expressed its intention to use the net proceeds from the rights offering for general corporate purposes, including the repayment of debt. Winston & Strawn LLP represented Groupon as legal corporate counsel and Kroll’s Issuer Services U.S. team was engaged as the subscription and information agent for the rights offering.

About Groupon, Inc

Groupon is a public company that provides a multifarious platform to connect Groupon’s subscribers to local merchants and providers for the purpose of brokering and encouraging retail sales. Operating in 13 countries, the company has been offering deals and coupons for goods and services to its subscribers since its launch in 2008.

Administering the Rights Offering

Groupon’s existing common stockholders were given the opportunity to exercise basic subscription rights (as well as the ability to over-subscribe) for additional common stock at a subscription price of $11.30 per share. To allow for a seamless execution of the basic and over-subscription processes, Kroll coordinated with the Depository Trust Company (DTC) to set up the rights offering in accordance with DTC’s Automated Subscription Offer Program’s (ASOP) guidelines.

As part of Kroll’s services, we were instrumental in customizing the company’s rights offering procedures and closely coordinated with counsel regarding the benefits and best practices, as well as potential pitfalls, at DTC. As part of the rights offering, Kroll also fielded calls, emails, and other inquiries from participating stockholders, and collaborated closely with such parties to ensure they were fully informed about the requirements and procedures governing the rights offering. In addition, Kroll remained in continuous contact with the company and its counsel to keep them informed of real-time results and to provide them with the opportunity to make any necessary concurrent adjustments.

To the company’s great satisfaction, the rights offering was significantly oversubscribed, and the subscriptions, inclusive of the exercise of all oversubscription rights, well exceeded $80M—the maximum aggregate offering size of the rights offering.

Pursuant to the terms of the rights offering, 7,079,646 shares of common stock were purchased at $11.30 per share, successfully generating $80 million in gross proceeds to the company.

Administering the Distribution

Kroll advised the company to use ASOP in the first instance as a means to systematically allocate most of its new common stock through DTC. However, Groupon still relied on Kroll to coordinate closely with DTC due to the number of holders and the volume of oversubscriptions to ensure the new shares and oversubscription shares were calculated precisely. As a result of Kroll’s close partnership with DTC and our experience with DTC’s ASOP platform, all allocations and refunds were processed correctly within one business day after the final receipt of funds related to the rights offering.

Kroll’s Issuer Services Practice Capabilities

Kroll’s Issuer Services practice has extensive experience in facilitating rights offerings, and other corporate action events—both related and unrelated to Chapter 11 cases. Kroll’s knowledge of DTC’s products and service offerings, and our close partnership with DTC, provide us with unique insight into what can and cannot be accomplished through DTC. From launch all the way through post-settlement, Kroll serves as an expert guide through the difficult maze of corporate actions. As proven through Groupon’s successful rights offering, Kroll is known for and equipped to administer significant and complex corporate events, in addition to straightforward transactions, accurately, quickly and cost-effectively.

For more information regarding Kroll’s service offerings related to corporate actions events, please contact one of our experts or request a proposal.

This document was authored by Tiffany Archbell, Director in Kroll’s Issuer Services practice, and Kroll’s managing consultants, Kaitlin Okimoto and Sarah Brodeur.

About Kroll’s Issuer Services Practice

Kroll’s Issuer Services team has over 200 years of combined solicitation and public securities experience and are experts in partnering with clients to provide strategic, effective and well-communicated issuer services. Successful outcomes require deep subject matter expertise and a high level of professionalism to effectively interact with a client’s key constituents. Our team has led some of the most complex global consent solicitations, exchange offers, rights offerings, tender offers and annual and special proxy solicitations. To learn more, visit www.kroll.com/issuer-services.