Grubhub Announces Expiration and Final Results for Previously Announced Exchange Offer and Consent Solicitation for 5.500% Senior Notes due 2027

CHICAGO, Sept. 24, 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"), announced the expiration and final results of its previously announced 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"), and concurrent solicitation (the "Solicitation") of consents (the "Consents") from holders of Existing Notes (the "Holders") to amend the indenture governing the Existing Notes (the "Proposed Amendments"), pursuant to 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").

(1) Includes $290,122,000 in aggregate principal amount of Existing Notes held by certain Holders that have entered into a certain Exchange and Purchase Agreement with Grubhub Holdings (the "Supporting Holders"), which are being exchanged by the Supporting Holders for New Notes under a private exchange.

The deadline to participate in the Exchange Offer and Consent Solicitation occurred at 5:00 p.m., New York City time, on September 23, 2025 (the "Expiration Deadline"). As of the Expiration Deadline, Grubhub Holdings had received valid deliveries of $495,638,000 in aggregate principal amount of the Existing Notes, representing approximately 99.13% of the total principal amount outstanding of the Existing Notes (including $290,122,000 in aggregate principal amount of Existing Notes held by the Supporting Holders, representing approximately 58.02% of the total principal amount outstanding of the Existing Notes), as confirmed by the Exchange Agent for the Exchange Offer. Grubhub expects to accept all such delivered Existing Notes. After giving effect to the cancellation of the Existing Notes accepted in the Exchange Offer, $4,362,000 in aggregate principal amount of the Existing Notes will remain outstanding.

Eligible Holders who validly tendered their Existing Notes prior to the Expiration Deadline elected a preferred form of consideration between New Notes (the "New Notes Consideration") and cash (the "Cash Consideration") in exchange for validly tendered Existing Notes on the settlement date.

Because of the previously announced extension of the Early Participation Deadline to the Expiration Deadline, all Holders who validly tendered Existing Notes and delivered Consents by the Expiration Deadline (and delivered any other required deliverables by the relevant deadlines), and whose Existing Notes are accepted for exchange in the Exchange Offer will receive the total early consideration on the settlement date (which includes the Early Participation Consideration and, only with respect to amounts received as New Notes Consideration, the Early Exchange Cash Premium (as defined below)). The total early consideration for each $1,000 aggregate principal amount of Existing Notes validly tendered and accepted for exchange is equal to the sum of (x) $1,000 paid in New Notes Consideration, or a combination of Cash Consideration and New Notes Consideration, 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 allocation between New Notes Consideration and Cash Consideration payable to each Eligible Holder will be calculated as described in the Exchange Offer Memorandum. Since the amount of Existing Notes tendered by Eligible Holders who have elected New Notes Consideration as their preferred form of consideration was less than the Maximum New Notes Consideration Amount of $96,138,000, (i) Eligible Holders who tendered $55,888,000 in aggregate principal of Existing Notes and elected New Notes Consideration as their preferred form of consideration will receive New Notes Consideration consisting of (x) $55,888,000 in aggregate principal amount of New Notes, and (y) $139,720 as Early Exchange Cash Premium (or $1,000 in principal amount of New Notes and $2.50 in Early Exchange Cash Premium for each $1,000 aggregate principal amount of Existing Notes accepted in the Exchange Offer), and (ii) Eligible Holders who tendered $149,628,000 in aggregate principal amount of Existing Notes and elected Cash Consideration as their preferred form of consideration will have their consideration adjusted, as described in the Exchange Offer Memorandum, to receive (x) $40,250,000 in aggregate principal amount of New Notes, (y) $100,625 as Early Exchange Cash Premium, and (z) $109,378,000 in Cash Consideration (or approximately $269.00 in aggregate principal amount of New Notes, approximately $0.67 in Early Exchange Cash Premium (corresponding to the $2.50 paid in cash only with respect to amounts received as New Notes Consideration), and approximately $731.00 in Cash Consideration for each $1,000 aggregate principal amount of Existing Notes accepted in the Exchange Offer).

Eligible Holders whose Existing Notes are accepted for exchange will also 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.

Eligibility and Participation

The Exchange Offer and the Consent Solicitation were made, and the New Notes and the related guarantees were offered and will be 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.

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, [email protected],
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 were 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.

SOURCE Grubhub Inc.