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

Grubhub Launches Exchange Offer and Solicitation for Senior Notes

Grubhub Inc., a prominent player in the U.S. online food delivery market, recently announced a significant financial move aimed at optimizing its capital structure. The company is initiating an exchange offer for its outstanding 5.500% senior notes due 2027, allowing holders of these notes the chance to exchange them for newly issued 13.000% senior secured cash/PIK notes due 2030.

Overview of the Exchange Offer

The exchange offer, set in motion by Grubhub Holdings Inc., a wholly-owned subsidiary of Grubhub, aims to facilitate a smoother capital model for the company and support its growth trajectory. The ongoing solicitation of consents from existing note holders seeks to make amendments to the governing indenture, intending to eliminate various restrictive covenants and certain events of default. This action is conditional upon receiving valid consents from holders representing at least 50% of the principal amount of the outstanding notes before the specified expiration deadline.

Details on the Exchange Offer and Participants

The exchange offer will involve a maximum issuance of up to $96,138,000 in new notes, which will be tendered in exchange for validly submitted existing notes. Eligible holders participating in this offer must choose between cash or new notes as their preferred form of consideration. Various conditions must be met to complete the exchange, including adjustments in the case of over-subscription.

Holders who submit their notes before the early participation deadline of September 8, 2025, will qualify not only for the regular exchange consideration but will also earn an early exchange cash premium, thereby incentivizing prompt participation. By participating early, holders can expect to receive $1,000 per $1,000 of existing notes, plus additional cash incentives if they opt for new notes consideration.

The financial landscape surrounding Grubhub reflects its commitment to improving its business foundation amid evolving market conditions. The move to optimize its capital structure through the exchange offer demonstrates its proactive stance in fostering future growth.

Strategic Importance of the Exchange

Grubhub's decision to enhance its capital structure through this offer resonates with strategic financial management. By replacing older debt with newly issued secured notes, the company aims to invigorate its prospects and maintain competitive leverage in a market that demands agility and innovation. Eliminating restrictive covenants enables Grubhub more operational flexibility, aligning better with its growth-oriented strategies.

The exchange and purchase agreements linked to this offer also indicate a strong backing from significant holders of the existing notes. By entering into a transaction support agreement with notable stakeholders, Grubhub showcases a collaborative approach, further reinforcing investor confidence in the company’s direction. The supporting holders represent over 58% of outstanding notes, symbolizing a substantial commitment to this financial restructuring.

Important Dates

The exchange offer is subject to a timeline of critical dates:

• - Early Participation Deadline: September 8, 2025
• - Expiration Date: September 23, 2025

Stakeholders are urged to note these dates to seize the opportunity effectively, with additional deadlines regarding consent withdrawals also established. Engaging with their financial institutions promptly is vital for bondholders looking to participate in this lucrative offer.

Conclusion

As Grubhub embarks on this financial endeavor, the exchange offer of senior notes represents a thoughtful strategy aimed at enhancing corporate health. The commitment to facilitating conversations and managing investor expectations illustrates the company’s long-term vision. Grubhub continues to solidify its role not just as a food delivery service but as a forward-thinking entity in the food technology landscape, aiming for broader horizons of success.

For additional queries regarding the exchange offer and to obtain documentation, Grubhub Holdings has appointed Global Bondholder Services Corporation as the exchange agent, ensuring assistance is readily available for all eligible holders seeking to engage in this process.