Chicago, Illinois - Groupon (NASDAQ: GRPN) today announced it has entered into an agreement for a $250 million investment from Atairos, an independent private company focused on supporting growth-oriented businesses across a wide range of industries. In connection with the investment, Michael Angelakis, Chairman and Chief Executive Officer of Atairos, will join Groupon's Board of Directors.
Our partnership with Atairos will help accelerate our transformation while better positioning us to execute on our strategy and mission to build the daily habit in local commerce -- which we continued to make progress on in the first quarter, "Our partnership with Atairos will help accelerate our transformation while better positioning us to execute on our strategy and mission to build the daily habit in local commerce -- which we continued to make progress on in the first quarter," said Groupon CEO Rich Williams. "I am extremely pleased that a respected, long-term oriented partner like Atairos shares our view about the vast opportunity ahead for Groupon."
Atairos was launched earlier this year with more than $4 billion in committed capital and is led by Mr. Angelakis, former Vice Chairman and Chief Financial Officer of Comcast Corporation.
"We are excited to be partnering with Groupon, the undisputed global leader in hyper-local commerce with nearly 50 million active customers," said Mr. Angelakis. "Since creating the market in 2008, Groupon has redefined local commerce by increasing consumer buying power and changing the way businesses attract customers using modern mobile technology. We look forward to working closely with Groupon's Board and management team as they pursue their strategic growth objectives."
"The reputation, strategic insights and operational acumen of Michael and his team will be a welcome addition to our company," said Groupon
Chairman Eric Lefkofsky. "Michael joins a talented and dedicated Board, and brings a valuable perspective as we continue to scale our local business."
As part of the relationship, Comcast Corporation will work with Groupon
to identify and implement potential strategic partnership opportunities.
"Groupon is an established leader in connecting customers with local businesses," said Neil Smit, President and CEO of Comcast Cable. "The potential in combining Groupon's local expertise with Comcast's vast subscriber and advertiser network is something we look forward to closely exploring together."
Groupon will use the proceeds for general corporate purposes, including the repurchase of stock. The company also announced its Board of Directors has approved a $200 million increase to its existing share repurchase program and extended the program through April 2018.
Under the terms of the investment, Atairos is purchasing $250 million in aggregate principal amount of 3.25% convertible senior notes due 2022 with an initial conversion price of approximately $5.40 per share. The convertible notes will be general unsecured obligations of Groupon. Additional information may be found in the Form 8-K that will be filed today with the U.S. Securities and Exchange Commission.
In connection with the investment and subject to market conditions and other factors, Groupon expects to explore entering into convertible note hedge and warrant transactions in the future that would be designed to offset, in part, the potential dilution from the notes.
J.P. Morgan Securities LLC is serving as financial advisor to Atairos and Davis Polk & Wardwell LLP is acting as legal counsel. Allen & Company LLC and Morgan Stanley & Co. LLC are serving as financial advisors to Groupon and Winston & Strawn LLP is acting as legal counsel.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful. The notes and any shares of Groupon
common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration requirements.
About Groupon
Groupon (NASDAQ: GRPN) is a global leader of local commerce and the place you start when you want to buy just about anything, anytime, anywhere. By leveraging the company's global relationships and scale, Groupon offers consumers a vast marketplace of unbeatable deals all over the world. Shoppers discover the best a city has to offer on the web or on mobile with Groupon Local, enjoy vacations with Groupon Getaways, and find a curated selection of electronics, fashion, home furnishings and more with Groupon Goods.
Groupon is redefining how traditional small businesses attract, retain and interact with customers by providing merchants with a suite of products and services, including customizable deal campaigns, credit card payment processing capabilities and point-of-sale solutions that help businesses grow and operate more effectively. To search for great deals or subscribe to Groupon emails, visit www.groupon.com. To download Groupon's top-rated mobile apps, visit www.groupon.com/mobile. To learn more about the company's merchant solutions and how to work with Groupon, visit www.groupon.com/merchant.
About Atairos
Atairos is an independent private company focused on supporting growth-oriented businesses across a wide range of industries. Atairos provides a unique combination of active strategic partnership and patient long-term capital to high-potential companies and their management teams. Atairos was launched in 2016 with more than $4 billion
in committed capital and has offices in New York and Bryn Mawr, PA. For more information, please visit www.atairos.com.
