#USA #Chicago #Senior Notes #Grubhub #Grubhub Holdings

Grubhub's Exchange Offer: What You Need to Know

Grubhub Inc., a predominant player in the U.S. online food delivery sector, has unveiled the early participation results for its recent exchange offer concerning the 5.500% Senior Notes that are due in 2027. This move reflects Grubhub's strategic financial management, aimed at optimizing its capital structure amidst a competitive market.

Overview of the Exchange Offer

On September 9, 2025, Grubhub announced through its wholly owned subsidiary, Grubhub Holdings Inc., that it is offering to exchange any outstanding 5.500% Senior Notes for newly issued 13.000% Senior Secured Cash/PIK Notes due in 2030. This exchange, part of a broader effort to solicit consent from bondholders to amend the indenture governing the existing notes, was first detailed in a memorandum shared with stakeholders on August 25, 2025.

Participation Results

As of 5:00 PM ET on September 8, 2025, Grubhub reported a validated tender of $470,750,000 of the existing notes, accounting for an impressive 94.15% of the total principal amount outstanding. The withdrawal deadline for these tenders was also confirmed to be unchanged, meaning that once validly tendered, the existing notes could no longer be withdrawn. This indicates strong confidence from investors in Grubhub's financial health and future direction.

Amendments to the Indenture

One of the key components of this exchange offer is the proposal to eliminate several restrictive covenants and events of default from the indenture governing the existing notes. Since more than a majority of noteholders provided their consent, Grubhub Holdings is poised to instruct its trustee to implement these amendments, enhancing operational flexibility.

Extended Participation Opportunities

Furthermore, Grubhub is affording an extended opportunity for holders of existing notes who missed the early participation deadline. Notes tendered by September 23, 2025, will also be eligible for the Early Participation Consideration. This includes cash or new notes, with participants needing to select their preferred form of consideration, thereby maximizing returns for both Grubhub and its investors.

Financial Components of the Offer

The total early consideration for each $1,000 of validly tendered notes comprises both cash and new notes options. Specifically, participants accepting new notes consideration will additionally receive an early exchange cash premium of $2.50 for each $1,000 tendered. Importantly, Grubhub will also pay accrued interest on the accepted existing notes up to the settlement date, ensuring that investors are compensated during the transition.

Who Can Participate?

This exchange offer and consent solicitation are being extended only to certain qualified institutional buyers or those outside of the U.S. The securities involved in this transaction will not be registered under the Securities Act or any state securities laws, thereby adhering to private offering regulations. It is crucial for interested participants to consult with their financial advisors to ensure they comply with eligibility criteria before engaging in the exchange.

Conclusion

Grubhub's proactive steps to manage its debt effectively come amid a rapidly evolving market landscape that demands adaptability and foresight. By facilitating strong early participation in the exchange offer, Grubhub not only enhances its balance sheet but also shows its commitment to optimizing its financial strategy for long-term growth. As it moves forward, stakeholders will be keen to observe how these changes positively impact Grubhub's operational capacity and market performance in the evolving competitive landscape of food delivery services.

For additional information, Grubhub has appointed Global Bondholder Services Corporation as the Exchange Agent and Information Agent to assist with inquiries regarding the offer and provide necessary documentation.