CHICAGO, Sept. 9, 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 early participation 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").

As of 5:00 p.m., New York City time, on September 8, 2025 (the "Early Participation Deadline"), $470,750,000 aggregate principal amount outstanding of the Existing Notes (including Existing Notes held by the Supporting Holders), representing approximately 94.15% of the total principal amount outstanding of the Existing Notes, had been validly tendered for exchange and not validly withdrawn, as confirmed by the Exchange Agent for the Exchange Offer.  The withdrawal deadline expired at 5:00 p.m., New York City time, on September 8, 2025, and has not been extended.  Accordingly, Existing Notes validly tendered in the Exchange Offer can no longer be withdrawn, and Consents validly delivered in the Solicitation can no longer be revoked.

Since Grubhub Holdings received, as of the Early Participation Deadline, Consents from Eligible Holders representing at least a majority in aggregate principal amount of all the outstanding Existing Notes to effect the Proposed Amendments, Grubhub Holdings has directed the trustee under the indenture governing the Existing Notes to enter into a supplemental indenture eliminating substantially all of the restrictive covenants, certain events of default, and related provisions under the indenture governing the Existing Notes, which Proposed Amendments will become operative upon the closing of the Exchange Offer and the transactions contemplated by the Exchange and Purchase Agreement, as further described in the Exchange Offer Memorandum.

Grubhub Holdings also announced it has extended the opportunity to receive the Early Participation Consideration (as defined below) to all Existing Notes validly tendered (and not validly withdrawn) after the Early Participation Deadline but on or prior to 5:00 p.m., New York City time, on September 23, 2025, unless extended (the "Expiration Deadline"), that are accepted for exchange by Grubhub Holdings.

Eligible Holders participating in the Exchange Offer who validly tender their Existing Notes after the Early Participation Deadline but prior to the Expiration Deadline must elect a preferred form of consideration between New Notes (the "New Notes Consideration") and cash (the "Cash Consideration") in exchange for validly tendered Existing Notes.  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 aggregate principal amount of Existing Notes that may be tendered by Eligible Holders electing New Notes Consideration as their preferred form of consideration will be less than the Maximum New Notes Consideration Amount of $96,138,000, Eligible Holders that have elected or elect Cash Consideration as their preferred form of consideration will have their consideration subject to adjustment, as described in the Exchange Offer Memorandum.

Eligible Holders who validly tender Existing Notes and deliver Consents, and whose Existing Notes are accepted for exchange in the Exchange Offer will be eligible to receive the total early consideration (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 Cash Consideration, New Notes Consideration, or a combination thereof, 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.

Eligible Holders whose Existing Notes are accepted for exchange will 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 are being made, and the New Notes and the related guarantees are being offered and 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, contact@gbsc-usa.com,
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 are being 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.

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SOURCE Grubhub Inc.