Groupon, Inc. 10-Q

ITEM 5. OTHER INFORMATION Atairos Note Repurchase On May 5, 2021, the Company entered into a Note Repurchase Agreement (the “Note Repurchase Agreement”) with AGH to repurchase all of the outstanding $250.0 million aggregate principal amount of the Company’s 3.25% Convertible Senior Notes due 2022. Pursuant to the Note Repurchase Agreement, the Company will pay AGH an amount equal to $254.0 million (i.e., principal and a prepayment fee of $4.0 million), plus accrued and unpaid interest to, and including, the repurchase date. The closing of the repurchase transaction is expected to occur on or before May 14, 2021. In connection with the repurchase of the Atairos Notes, we intend to unwind the related note hedge and warrants. Pursuant to the terms of the Note Repurchase Agreement, Michael Angelakis, who serves on the Company’s Board of Directors (the “Board”) as the designee of AGH, has tendered his resignation from the Board to be effective concurrent with the closing of the repurchase transaction. The foregoing description is qualified in its entirety by reference to the text of the Note Repurchase Agreement, which is attached as Exhibit 10.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference. 49 2021 Executive Compensation Update As previously disclosed, in February 2021, the Compensation Committee of the Board of Directors of the Company approved annual performance share unit (“PSU”) awards under the Groupon, Inc. 2011 Incentive Plan, as amended, including PSUs with a value equal to $1,680,000 for Aaron Cooper, Interim Chief Executive Officer, $552,000 for Melissa Thomas, Chief Financial Officer, and $352,000 for Dane Drobny, Chief Administrative Officer and General Counsel (collectively, the “2021 PSU Awards”). The performance metrics for the 2021 PSU awards were not determined at that time and were to be set by the Compensation Committee at a later date. O n May 5, 2 021, the Compensation Committee approved the conversion of the 2021 PSU Awards at their target levels into RSUs with a two-year vesting schedule (consistent with the existing vesting schedule of the 2021 PSU Awards). The Compensation Committee took this action in response to continued challenges in establishing meaningful and measurable long-term performance metrics (different from the metric already approved for the 2021 annual cash incentive plan) due to the unprecedented and continuously evolving circumstances created by the COVID-19 pandemic and resulting volatility. This represents a one-time conversion of PSUs for our named executive officers, and the Compensation Committee currently intends to again award performance-based equity awards as part of the Company’s executive compensation program in 2022. ITEM 6. EXHIBITS Exhibit Number Description 4.1 Indenture, dated March 25, 2021, between Groupon, Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 25, 2021) 4.2 Form of 1.125% Convertible Senior Note due 2026 (included in Exhibit 4.1 and incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on March 25, 2021) 10.1 Form of Capped Call Confirmation (incorporated by reference to Exhibit 10.1 to the Current Report on For m 8-K filed on March 25, 2021) 10.2 Note Repurchase Agreement, dated May 5, 2021, between Groupon, Inc. and A-G Holdings, L.P. 31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS ** XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 ** Cover Page Interactive Data File _____________________________________ ** The XBRL Instance Document and Cover Page Interactive Data File do not appear in the Interactive Data File because their XBRL tags are embedded within the Inline XBRL document 50 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 6th day of May 2021. GROUPON, INC. By: /s/ Melissa Thomas Name: Melissa Thomas Title: Chief Financial Officer 51