#United States #Chicago #Senior Notes #Exchange Offer #Grubhub

Overview of Grubhub's Exchange Offer

Grubhub Inc., a prominent player in the U.S. online food delivery sector, recently announced the expiration and outcomes of its exchange offer related to the 5.500% Senior Notes set to mature in 2027. This initiative, conducted through its subsidiary Grubhub Holdings, aimed to facilitate a smooth transition from existing notes to new financial offerings.

This particular exchange offer allowed holders of the 5.500% Senior Notes to exchange their existing bonds for either cash or newly issued 13.000% Senior Secured Cash/PIK Notes, due in 2030. By providing such options, Grubhub aimed to enhance its financial flexibility and improve its capital structure.

Key Details of the Exchange Offer

• - Expiration Deadline: The deadline for holders of the Existing Notes to participate in the exchange was 5:00 PM, New York City time, on September 23, 2025.
• - Participation Rate: Grubhub reported that it received valid offers amounting to $495,638,000, translating to approximately 99.13% of the total outstanding amount of the Existing Notes. This participation rate underscores strong investor support for Grubhub’s strategic financial maneuvers.

The existing notes, totaling $500 million, included a significant portion held by Supporting Holders, who previously entered into a private exchange agreement with Grubhub Holdings. The details reveal that these holders accounted for roughly $290 million of the total valid deliveries, indicating a robust interest in the company's new offerings. Following the exchange process, only $4,362,000 worth of Existing Notes will remain outstanding.

Participants' Preferences and Considerations

Eligible bondholders who participated in the exchange were given a choice between two types of consideration: cash or new notes. This structured approach aimed to cater to diverse investor preferences and encourage a higher tender rate. The early participants in the exchange could also benefit from additional cash premiums depending on their selection between new notes and cash.

• - New Notes Consideration: Holders opting for new notes can choose between amounts totaling $55,888,000 of new notes and a cash premium of $139,720. Similarly, for those preferring cash, approximately $109 million will be payable in cash consideration.

It's important to note that for all holders whose Existing Notes were accepted in the exchange process, accrued interest due will be payable on the settlement date.

Eligibility Criteria

The exchange offer was explicitly structured for qualified institutional buyers in alignment with Rule 144A of the U.S. Securities Act of 1933. This criterion restricts participation to eligible holders to comply with regulatory requirements while ensuring a controlled bidding process for bond exchanges. As a result, the New Notes are not registered under the Securities Act, emphasizing the exclusive nature of this financial maneuver.

Conclusion

Following the completion of this exchange offer, Grubhub remains committed to reinforcing its financial standing and operational capacity within the competitive landscape of online food delivery. Through strategic financial frameworks such as this exchange offer, Grubhub is working to secure its long-term goals effectively. Stakeholders and interested parties can keep abreast of developments through Grubhub’s investor relations and official announcements.

With over 415,000 businesses connected on Grubhub’s platform across more than 4,000 cities, the firm continues to innovate in the realm of online food delivery, emphasizing convenience and technology-driven solutions to enhance customer experiences.