CHICAGO — August 25, 2025 /PRNewswire/ — Grubhub Inc. (“Grubhub”), a leading U.S. online food delivery marketplace, today announced that its wholly owned subsidiary, Grubhub Holdings Inc. (“Grubhub Holdings”), commenced an offer to exchange (the “Exchange Offer”) any and all of its outstanding 5.500% Senior Notes due 2027 (the “Existing Notes”) for cash and / or newly issued 13.000% Senior Secured Cash / PIK Notes due 2030 (the “New Notes”). Concurrently with the Exchange Offer, Grubhub Holdings is soliciting (the “Solicitation”) consents (the “Consents”) from holders of Existing Notes (the “Holders”) to amend the indenture governing the Existing Notes (the “Proposed Amendments”).
Description of the Exchange Offer and the Consent Solicitation
The Exchange Offer and the Consent Solicitation are being made upon the terms and subject to the conditions set forth in the confidential Exchange Offer Memorandum and Consent Solicitation Statement, dated August 25, 2025 (the “Exchange Offer Memorandum”). The Exchange Offer and the Solicitation are designed to optimize Grubhub’s capital structure and further Grubhub’s growth. The Consent Solicitation seeks to obtain Consents from Eligible Holders to effect the Proposed Amendments, which would eliminate substantially all of the restrictive covenants, certain events of default, and related provisions under the indenture governing the Existing Notes. In order to approve the Proposed Amendments with respect to the Existing Notes, Eligible Holders of Existing Notes must have validly delivered (and not validly revoked) Consents that, in the aggregate, represent at least a majority in aggregate principal amount of all the outstanding Existing Notes prior to the Expiration Deadline (5:00 p.m., New York City time, on September 23, 2025, unless extended).
The total maximum amount of New Notes consideration to be issued in exchange for Existing Notes validly tendered (and not validly withdrawn) is $96,138,000 (the “Maximum New Notes Consideration Amount”). Eligible Holders participating in the Exchange Offer must elect a preferred form of consideration between cash consideration and New Notes consideration in exchange for validly tendered (and not validly withdrawn) Existing Notes which are accepted by Grubhub Holdings, subject to the terms and pursuant to the conditions set forth in the Exchange Offer Memorandum, including, but not limited to, the Maximum New Notes Consideration Amount, and the allocation between New Notes consideration and cash consideration. The allocation between New Notes Consideration and Cash Consideration payable to each Eligible Holder will be calculated as described in the Exchange Offer Memorandum and is subject to adjustment in the case of either (i) an Over-Subscription of New Notes Consideration above the Maximum New Notes Consideration Amount, or (ii) an Under-Subscription of New Notes Consideration.
Eligible Holders who validly tender Existing Notes and deliver Consents, and do not validly withdraw such tenders and revoke such Consents, on or prior to the Early Participation Deadline (5:00 p.m., New York City time, on September 8, 2025, unless extended) and whose Existing Notes are accepted for exchange will be eligible to receive the total early consideration (which includes the Early Participation Consideration and, only with respect to amounts received as New Notes Consideration, the Early Exchange Cash Premium). The total early consideration for each $1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline, and accepted for exchange, will be equal to the sum of (x) $1,000 paid in cash consideration, New Notes consideration, or a combination thereof, as early participation consideration (the “Early Participation Consideration”), plus (y) only with respect to amounts received as New Notes consideration, $2.50 paid in cash, as early exchange premium (the “Early Exchange Cash Premium” and, together with the Early Participation Consideration, the “Total Early Consideration”), payable on the settlement date. The exchange consideration for each $1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) after the Early Participation Deadline but on or prior to the Expiration Deadline, and whose Existing Notes are accepted for exchange by us, will be equal to $980 paid in cash consideration, New Notes consideration, or a combination thereof (the “Exchange Consideration”). Eligible Holders whose Existing Notes are accepted for exchange will be paid accrued and unpaid interest on such Existing Notes from, and including, the most recent date on which interest was paid on such Eligible Holder’s Existing Notes to, but not including, the settlement date (the “Accrued Interest”), payable in cash on the settlement date. Interest will cease to accrue on the settlement date for all Existing Notes accepted for exchange in the Exchange Offer.
Eligible Holders who tender after the Early Participation Deadline but on or prior to the Expiration Deadline will be eligible to receive only the Exchange Consideration.
The Exchange Offer and Consent Solicitation are subject to certain conditions, including, among others, the receipt of Consents from Holders representing at least $46,138,000 aggregate principal amount of the outstanding Existing Notes and the consummation of (1) the private exchange with the Supporting Holders of $290,122,000 of the Existing Notes for New Notes and (2) the issuance of $163,740,000 principal amount of New Notes to the Supporting Holders for cash, in each case pursuant to the Exchange and Purchase Agreement, as further described below.
The New Notes will be senior secured obligations of Grubhub Holdings and will be guaranteed by Grubhub and each of its domestic subsidiaries, other than certain immaterial subsidiaries.
Description of Transaction Support Agreement and Exchange and Purchase Agreement
In connection with the Exchange Offer, on August 25, 2025, Grubhub Holdings and certain holders of the Existing Notes that, as of the date of the Exchange Offer Memorandum, collectively held $290,122,000 in aggregate principal amount of the Existing Notes, representing 58.02% of the outstanding aggregate principal amount of the Existing Notes (such holders, together with certain permitted transferees, as described in the Exchange and Purchase Agreement), the “Supporting Holders”), executed a transaction support agreement (the “Transaction Support Agreement”), pursuant to which, among other things and subject to the terms and conditions set forth therein, the parties have agreed to support and consummate the transactions described in the Exchange Offer Memorandum and to consider in good faith all the reasonable actions necessary or reasonably requested to facilitate the solicitation and consummation of the transactions described in the Exchange Offer Memorandum, among other things. The Supporting Holders have also agreed to provide Consents to the Proposed Amendments.
Additionally, on August 25, 2025, Grubhub Holdings and the Supporting Holders are entering into an exchange and purchase agreement (the “Exchange and Purchase Agreement”), whereby the Supporting Holders agree, among other things, to (a) exchange the Supporting Holders’ Existing Notes in a privately negotiated exchange at an exchange price for each $1,000 aggregate principal amount of Existing Notes exchanged equal to (i) $1,000 principal amount of New Notes, plus (ii) $2.50 payable in cash on the settlement date, plus (iii) accrued and unpaid interest on such Existing Notes in cash, plus (iv) $15.00 principal amount of New Notes as an exchange premium, and deliver their Consent to the Solicitation pursuant to the terms of the Exchange and Purchase Agreement, (b) purchase an additional $113,740,000 in aggregate principal amount of New Notes at an issue price of $990 per each $1,000 principal amount of New Notes, and (c) purchase an additional $50,000,000 in aggregate principal amount of New Notes at an issue price of $985 per each $1,000 principal amount of New Notes.
Eligibility and Participation
The Exchange Offer and the Consent Solicitation are being made, and the New Notes and the related guarantees are being offered and issued, only to holders or beneficial owners of the Existing Notes who (i) are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”)), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof, or (ii) are outside the United States, and are not “U.S. persons” (as defined in Rule 902 under the Securities Act) and who are not acquiring New Notes for the account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the Securities Act (such holders, the “Eligible Holders”). The New Notes have not been and will not be registered under the Securities Act or any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from registration requirements. We expect the New Notes will be eligible for trading by “qualified institutional buyers” pursuant to Rule 144A under the Securities Act.
Important Dates and Deadlines
- Early Participation Deadline: 5:00 m., New York City time, on September8, 2025, unless extended.
- Withdrawal Deadline: 5:00 p.m., New York City time, on September8, 2025, unless extended.
- Expiration Deadline: 5:00 m., New York City time, on September23, 2025, unless extended.
- Settlement Date: expected to be the third business day after the Expiration Deadline.
Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the Exchange Offer. Accordingly, beneficial owners wishing to participate in the Exchange Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the time by which such owner must take action in order to participate.
Contact Information
Grubhub Holdings has engaged Global Bondholder Services Corporation to act as Exchange Agent and Information Agent. For questions regarding the Exchange Offer and the Consent Solicitation, including requests for the Exchange Offer Memorandum and related documents, please contact the Information Agent at Global Bondholder Services Corporation, 65 Broadway – Suite 404, New York, New York 10006 Attn: Corporate Actions, +1 (855) 654-2015, contact@gbsc-usa.com,
https://gbsc-usa.com/eligibility/grubhub.
Disclaimers
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. The Exchange Offer and the Consent Solicitation are being made only pursuant to the Exchange Offer Memorandum and only to such persons and in such jurisdictions as are permitted under applicable law. The New Notes have not been and will not be registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from registration requirements. The Exchange Offer Memorandum and any other documents relating to the Exchange Offer and the Consent Solicitation may not be distributed in any jurisdiction where it is unlawful to do so.
About Grubhub
Grubhub is a leading U.S. ordering and delivery marketplace dedicated to connecting customers with their favorite local restaurants, merchants and convenience retailers. Grubhub elevates online ordering through innovative restaurant technology, easy-to-use platforms, and an improved delivery experience. Part of Wonder Group, Grubhub features over 415,000 merchants in more than 4,000 U.S. cities.
Forward-Looking Statements
This press release contains “forward-looking statements,” which are subject to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements, such as those regarding the notes offering, involve substantial known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from any future results expressed or implied by the forward-looking statements. Such risks and uncertainties include, but are not limited to, the ability of Grubhub to successfully complete the Exchange Offer and the Solicitation of Consents, and the timing of the issuance of the New Notes. Please also note that forward-looking statements represent management’s beliefs and assumptions only as of the date of this press release. Except as required by law, we disclaim any intention to, and undertake no obligation to, publicly update or revise any forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.
