Atairos, an independent strategic led by former CFO Michael Angelakis,agreed to invest $250 million in Groupon Inc.
Under the terms of the investment, Atairos is purchasing$250 million of 3.25% convertible senior notes due 2022 with an initialconversion price of about $5.40 per share, according to an April 4 newsrelease. The convertible notes will be general unsecured obligations ofGroupon.
Additionally, Angelakis, chairman and CEO of Atairos, willjoin Groupon's board.
Atairos was launched earlier this year after Comcast unitComcast AG Holdings LLC committed to invest up to $4 billion in the strategiccompany in exchange for non-voting class I shares in the venture.
Also, Comcast will work with Groupon to identify andimplement potential strategic partnership opportunities as part of therelationship.
Groupon will use the proceeds for general corporatepurposes, including the repurchase of stock.
Groupon's board has also approved a $200 million increase toits existing share repurchase program and extended the program through April2018.
In connection with the investment and subject to marketconditions and other factors, Groupon expects to explore entering intoconvertible note hedge and warrant transactions in the future that would bedesigned to offset, in part, the potential dilution from the notes.
J.P. Morgan Securities LLC is serving as financial adviserto Atairos and Davis Polk & Wardwell LLP is acting as legal counsel. Allen& Co. LLC and Morgan Stanley & Co. LLC are serving as financialadvisers to Groupon and Winston & Strawn LLP is acting as legal counsel.