As part of Wonder’s acquisition of Grubhub Inc. (the parent company of Grubhub) from Just Eat Takeaway.com N.V., $500 million of existing senior notes issued by Grubhub are expected to remain in place at Grubhub.  In connection with the closing of the acquisition, Wonder intends for Grubhub to supplement the senior note indenture, pursuant to its terms, to include certain additional protections and modifications for the benefit of noteholders. This supplement is anticipated to become effective contemporaneously with, and contingent upon, the closing of the acquisition, which is expected during Q1 2025, subject to customary closing conditions including regulatory approvals.

These covenant additions and modifications will include:

• New covenant providing for certain limitations on the making of restricted payments;
• New covenant providing for certain limitations on transacting with affiliates;
• New asset sale covenant, with certain repurchase and reinvestment provisions;
• Tightened leverage level related to the incurrence of indebtedness;
• Tightened leverage level related to the incurrence of permitted liens;
• An expansion of the subsidiary debt covenant to cover additional subsidiaries, as well as to cover the incurrence (in addition to guarantee) of indebtedness;
• A limitation on material asset transfers to non-guarantor subsidiaries; and
• The removal of the ability to suspend certain covenants or release certain guarantees upon achieving an investment grade rating.