Groupon, Inc.’s Issuance of US$200M 1.125% Convertible Senior Notes due 2026

Winston & Strawn LLP represented Groupon, Inc. (NasdaqGS: GRPN) in the issuance of US$200M aggregate principal amount of 1.125% convertible senior notes due 2026 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, which closed on March 25, 2021. Winston & Strawn also represented Groupon in its entry into privately negotiated capped call transactions with three financial institutions in connection with the notes offering.