Sec Form 13D Filing - A-G Holdings L.P. filing for GROUPON INC (GRPN) - 2021-05-14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

 

SCHEDULE 13D Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Groupon, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

399473107

(CUSIP Number)

 

David L. Caplan Partner & General Counsel Atairos Management L.P. 620 Fifth Avenue New York, NY 10020 (646) 690-5220   With a Copy to: William J. Chudd   Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4089

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

May 14, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 399473107

1.	Names of Reporting Persons. A-G Holdings, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o
3.	SEC Use Only
4.	Source of Funds OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	Sole Voting Power 0
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12.	Check i f the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 0%
14.	Type of Reporting Person (See Instructions) PN

 

CUSIP No. 399473107

1.	Names of Reporting Persons. A-G Holdings GP, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	Sole Voting Power 0
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 0%
14.	Type of Reporting Person (See Instructions) OO

 

CUSIP No. 399473107

1.	Names of Reporting Persons. Atairos Group, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	Sole Voting Power 0
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 0%
14.	Type of Reporting Person (See Instructions) CO

 

CUSIP No. 399473107

1.	Names of Reporting Persons. Atairos Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	Sole Voting Power 0
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 0%
14.	Type of Reporting Person (See Instructions) PN

 

CUSIP No. 399473107

1.	Names of Reporting Persons. Atairos Partners GP, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	Sole Voting Power 0
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 0%
14.	Type of Reporting Person (See Instructions) CO

 

CUSIP No. 399473107

1.	Names of Reporting Persons. Michael J. Angelakis
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	Sole Voting Power 15,497
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 15,497
	10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 15,497
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 0.6%
14.	Type of Reporting Person (See Instructions) IN

 

This Amendment No. 4 amends the Schedule 13D originally filed on April 4, 2016, as amended (this “Schedule 13D”), and is filed by A-G Holdings, L.P. (“AGH”), for and on behalf of itself, A-G Holdings GP, LLC (“AGGP”), Atairos Group, Inc. (“Atairos”), Atairos Partners, L.P.(“AP”), Atairos Partners GP, Inc. (“APGP”) and Michael J. Angelakis (“Angelakis” and, together with AGH, AGGP, Atairos, AP, and APGP, the “Reporting Persons”) with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of Groupon, Inc., a Delaware corporation (the “Issuer” or the “Company”).

 

Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings ascribed to them in the Schedule 13D. As set forth below, as a result of the Transactions (as defined below), on May 14, 2021, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

 

Item 4. Purpose of the Transaction

 

Item 4 is hereby amended and supplemented by adding the following at the end:

 

Pursuant to the Note Repurchase Agreement, effective as of May 14, 2021, (i) the Company repurchased from the Reporting Persons all of the outstanding $250.0 million aggregate principal amount of the Company’s 3.25% Convertible Senior Notes due 2022, (ii) the Company paid to AGH an amount equal to $254.0 million (i.e., principal and a prepayment fee of $4.0 million), plus accrued and unpaid interest to, and including, such date and (iii) 4,859 restricted stock units in respect of shares of Common Stock granted to Mr. Angelakis under the Company’s 2011 Incentive Plan that were outstanding and unvested as of immediately prior to such date (the “RSUs”) became fully vested as of such date (collectively, the “Transactions”). The number of shares of Common Stock reported as held by the Reporting Persons in this Amendment No. 4 gives effect to the Transactions.

 

The foregoing description of the Note Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Repurchase Agreement, which is filed as Exhibit 10.2 to the Issuer’s Quarterly Report on Form 10-Q (SEC File No. 1-35335), dated May 6, 2021 and incorporated herein by reference.

 

Effective as of May 14, 2021, in connection with the Note Repurchase Agreement, Mr. Angelakis resigned from his position as a director of the Company and any and all committees of the Company’s Board of Directors on which he serves.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated in its entirety as follows:

 

(a) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference. Following consummation of the Transactions, the Reporting Persons no longer beneficially own any shares of Common Stock, except that Mr. Angelakis beneficially owns 15,497 shares of Common Stock, which includes 4,859 shares of Common Stock issued upon the vesting of the RSUs pursuant to the Note Purchase Agreement, in connection with Mr. Angelakis’ service on the Issuer’s Board of Directors.

 

(b) Following the consummation of the Transactions, the Reporting Persons no longer have the power to vote or to dispose of any shares of Common Stock, except that Mr. Angelakis has sole voting power and sole dispositive power over 15,497 shares of Common Stock.

 

(c) Except as set forth in this Schedule 13D, no Reporting Person has effected any transaction in the Common Stock in the 60 days preceding the date hereof.

 

(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities described in this Schedule 13D.

 

(e) Not applicable.

 

The information set forth in Items 4 and 6 of the Schedule 13D is incorporated herein by reference.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Schedule 13D is hereby supplemented as follows:

 

Note Repurchase Agreement

 

Pursuant to the Note Repurchase Agreement, effective as of May 14, 2021, the Investment Agreement and the Voting Agreement terminated, except that certain provisions of the Investment Agreement survived such termination in accordance with their terms.

 

The foregoing description of the Note Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Repurchase Agreement, which is filed as Exhibit 10.2 to the Issuer’s Quarterly Report on Form 10-Q (SEC File No. 1-35335), dated May 6, 2021 and incorporated herein by reference.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: May 14, 2021.

 

A-G HOLDINGS, L.P.

 

By:	A-G HOLDINGS GP, LLC, its general partner
By:	ATAIROS GROUP, INC., its sole member and manager
By:	/s/ David L. Caplan
	Name: David L. Caplan
	Title: Authorized Signatory

A-G HOLDINGS GP, LLC

 

By:	ATAIROS GROUP, INC., its sole member and manager
By:	/s/ David L. Caplan
	Name: David L. Caplan
	Title: Authorized Signatory

ATAIROS GROUP, INC.

 

By:	/s/ David L. Caplan
	Name: David L. Caplan
	Title: Vice President and General Counsel

ATAIROS PARTNERS, L.P.

 

By:	ATAIROS PARTNERS GP, INC., its general partner
By:	/s/ David L. Caplan
	Name: David L. Caplan
	Title: Vice President

ATAIROS PARTNERS GP, INC.

    

By:	/s/ David L. Caplan
	Name: David L. Caplan
	Title: Vice President

[Signature Page to Schedule 13D/A –Groupon, Inc.]

 

MICHAEL J. ANGELAKIS

 

By:	/s/ Michael J. Angelakis

[Signature Page to Schedule 13D/A –Groupon, Inc.]