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Item 1.01
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Entry into a Material Definitive Agreement.
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On June 10, 2019, Grubhub Holdings Inc. (the “Issuer”), a wholly owned subsidiary of Grubhub Inc. (the “Company”), completed the sale
of $500 million aggregate principal amount of 5.500% senior notes due 2027 (the “notes”), pursuant to a purchase agreement, dated June 6, 2019, among the Issuer, the Company, the other guarantors party thereto (together with the
Company, the “Guarantors”) and the initial purchasers party thereto.
The notes were issued pursuant to an indenture, dated June 10, 2019
(the “Indenture”), among the Issuer, the Guarantors and Wilmington Trust, National Association, as trustee. The Indenture provides, among other things, that interest will be payable on the notes on January and July of each year, beginning
on January 1, 2020, until their maturity date of July 1, 2027. The notes are senior unsecured obligations of the Issuer and will be guaranteed on a senior unsecured basis by the Company and each of its existing and future wholly owned
domestic restricted subsidiaries that guarantees the credit facility or that guarantees certain of our other indebtedness or indebtedness of a guarantor (collectively, the “guarantees”).
The Issuer has the option to redeem all or a portion of the notes at any time on or after July 1, 2022 at the redemption prices set forth in the
Indenture, plus accrued and unpaid interest, if any. The Issuer may also redeem all or any portion of the notes at any time prior to July 1, 2022, at a price equal to 100% of the aggregate principal amount thereof plus a make-whole premium and
accrued and unpaid interest, if any. In addition, before July 1, 2022, the Issuer may redeem up to 40% of the aggregate principal amount of the notes with the net proceeds of certain equity offerings at the redemption price set forth in the
Indenture, provided that certain conditions are met. Subject to certain limitations, in the event of a Change of Control Triggering Event (as defined in the Indenture), the Issuer will be required to make an offer to purchase the notes at a price
equal to 101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest, if any, to the date of repurchase.
The
Indenture contains covenants that, among other things, restrict the ability of the Company and the ability of certain of its subsidiaries to incur additional debt or issue preferred shares; create liens on certain assets to secure debt; and
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications.
The Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods), among others, nonpayment
of principal or interest; breach of other agreements in the indentures; defaults in failure to pay certain other indebtedness; the rendering of judgments to pay certain amounts of money against the Company and certain of its subsidiaries; the
failure of certain guarantees to be enforceable; and certain events of bankruptcy or insolvency.
The notes were issued in a private offering that is
exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A and to persons outside of the
United States pursuant to Regulation S under the Securities Act.
The foregoing summary does not purport to be complete and is qualified in its entirety
by reference to the complete terms of the Indenture, a copy of which is filed as Exhibit 4.1 hereto, and the notes, a form of which is filed as Exhibit 4.2 hereto, both of which are incorporated herein by reference.