0001140361-19-023397.txt : 20191230 0001140361-19-023397.hdr.sgml : 20191230 20191230101841 ACCESSION NUMBER: 0001140361-19-023397 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20191230 DATE AS OF CHANGE: 20191230 GROUP MEMBERS: MIG CAPITAL ADVISORS, LLC GROUP MEMBERS: MIG MASTER FUND, L.P. GROUP MEMBERS: RICHARD P. MERAGE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Groupon, Inc. CENTRAL INDEX KEY: 0001490281 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 270903295 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86655 FILM NUMBER: 191315202 BUSINESS ADDRESS: STREET 1: 600 WEST CHICAGO AVENUE, SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 334-1579 MAIL ADDRESS: STREET 1: 600 WEST CHICAGO AVENUE, SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60654 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MIG Capital, LLC CENTRAL INDEX KEY: 0001425649 IRS NUMBER: 200574542 STATE OF INCORPORATION: DE FISCAL YEAR END: 0811 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 660 NEWPORT CENTER DRIVE STREET 2: SUITE 1300 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-474-5800 MAIL ADDRESS: STREET 1: 660 NEWPORT CENTER DRIVE STREET 2: SUITE 1300 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: MIG Absolute Return, LLC DATE OF NAME CHANGE: 20110512 FORMER COMPANY: FORMER CONFORMED NAME: Falcon Investment Management LLC DATE OF NAME CHANGE: 20080131 SC 13D 1 formsc13d.htm SC 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
 
 
GROUPON, INC.
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
399473107
(CUSIP Number)
 
Peter Ashby
Chief Compliance Officer
and Chief Operating Officer
MIG Capital, LLC
660 Newport Center Drive, Suite 1300
Newport Beach, CA 92660
(949) 474-5800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 23, 2019
(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 which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 Rule 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 (“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).
 
SCHEDULE 13D
 
CUSIP No.  399473107
    

1
NAMES OF REPORTING PERSONS
 
 
MIG Master Fund, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 ☐
 
(b)
 ☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
28,285,024
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
28,285,024
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
28,285,024
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
5.0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

2
SCHEDULE 13D

CUSIP No.  399473107
    

1
NAMES OF REPORTING PERSONS
 
 
MIG Capital Advisors, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 ☐
 
(b)
 ☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
28,285,024
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
28,285,024
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
28,285,024
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 ☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
5.0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

3
SCHEDULE 13D

CUSIP No.  399473107
    

1
NAMES OF REPORTING PERSONS
 
 
MIG Capital, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 ☐
 
(b)
 ☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
28,285,024
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
28,285,024
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
28,285,024
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 ☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
5.0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO, IA
 
 
 
 

4
SCHEDULE 13D

CUSIP No.  399473107
    

1
NAMES OF REPORTING PERSONS
 
 
Richard P. Merage
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
28,285,024
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
28,285,024
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
28,285,024
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
5.0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC
 
 
 
 

5
Item 1.
Security and Issuer.
 
This Schedule 13D relates to the common stock, $.0001 par value (the “Common Stock”) of Groupon, Inc. (the “Issuer”) having its principal executive office at 600 West Chicago Avenue, Suite 400, Chicago, Illinois 60654.
 
Item 2.
Identity and Background.
 
 
(a)
This statement is filed by:
 

 (i)
MIG Master Fund, L.P., a Cayman Islands limited partnership (“Fund”);
 

 (ii)
MIG Capital Advisors, LLC, a Delaware limited liability company (“MIG Advisors”), which serves as the general partner of the Fund;
 

 (ii)
MIG Capital, LLC, a Delaware limited liability company (“MIG Capital”), which serves as the investment manager of the Fund; and
 

 (iii)
Richard P. Merage (“Mr. Merage”), who serves as the Chief Executive Officer of MIG Advisors and the Chief Executive Officer of MIG Capital.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
Set forth on Schedule A annexed hereto is the name and present principal business, occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of the executive officers of MIG Advisors and MIG Capital.  To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
 
(b)          The address of the principal office of each of the Reporting Persons is 660 Newport Center Drive, Suite 1300, Newport Beach, CA 92660.
 
(c)          The principal business of the Fund is investing in securities.  The principal business of MIG Advisors is serving as the general partner of the Fund.  The principal business of MIG Capital is serving as the investment manager of the Fund.  The principal occupation of Mr. Merage is serving as the Chief Executive Officer of MIG Capital and the Portfolio Manager of MIG Master Fund, L.P.
 
(d)          No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)          No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)          The Fund is organized under the laws of the Cayman Islands and each of MIG Advisors and MIG Capital is organized under the laws of the State of Delaware.  Mr. Merage is a citizen of the United States of America.
 
6
Item 3.
Source and Amount of Funds or Other Consideration.
 
The aggregate purchase price of the 28,285,024 shares of Common Stock owned directly by the Fund is approximately $95,161,000, including brokerage commissions.  The shares of Common Stock owned directly by the Fund were acquired with the working capital of the Fund (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions.
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons purchased the securities reported herein based on the Reporting Persons’ belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of such securities on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time engage in discussions with management and the board of directors of the Issuer concerning, among other things, the business, operations and future plans of the Issuer.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, making proposals concerning changes to the capitalization, ownership structure, board composition or operations of the Issuer, purchasing additional securities of the Issuer, selling some or all of their securities of the Issuer, engaging in short selling of or any hedging or similar transaction with respect to such securities, or changing their intention with respect to any and all matters referred to in Item 4.
 
MIG Capital currently is seeking representation on the Issuer’s board of directors, and has proposed to the Issuer that Richard P. Merage be appointed to the Issuer’s board of directors and nominated by the board for election as a director at the Issuer’s 2020 annual meeting of stockholders.
 
Item 5.
Interest in Securities of the Issuer.
 
(a)          The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 564,733,867 shares of Common Stock outstanding as of October 31, 2019, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2019.
 
As of the date hereof, the Fund directly owned 28,285,024 shares of Common Stock, constituting approximately 5.0% of the outstanding shares of Common Stock.  By virtue of their relationships with the Fund discussed in further detail in Item 2, each of MIG Advisors, MIG Capital and Mr. Merage may be deemed to beneficially own the shares of Common Stock owned by the Fund.
 
7
(b)          The Fund shares with MIG Advisors, MIG Capital and Mr. Merage the power to vote and dispose of the shares of Common Stock directly owned by the Fund.
 
(c)          Schedule B annexed hereto lists all transactions in the shares of Common Stock during the past sixty days by the Reporting Persons.  All of such transactions were effected in the open market.
 
(d)          No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.
 
(e)          Not applicable.
 
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein.  Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
On December 30, 2019, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law.  A copy of this agreement is attached as an exhibit hereto and is incorporated herein by reference.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
Exhibit No.
  
Description
     
 
Joint Filing Agreement by and among MIG Master Fund, L.P., MIG Capital Advisors, LLC, MIG Capital, LLC and Richard P. Merage, dated December 30, 2019.
     
 
Power of Attorney.

8
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.
 
Date:
December 30, 2019
MIG MASTER FUND, L.P.
       
 
By:
MIG Capital Advisors, LLC
 
Its:
General Manager

 
By:
/s/ Peter Ashby
  
 
Name:
Peter Ashby
  
 
Title:
Attorney-in-fact for Richard P. Merage,
  
   
Chief Executive Officer
  

Date:
December 30, 2019
MIG CAPITAL ADVISORS, LLC
  
         
   
By:
/s/ Peter Ashby
  
   
Name:
Peter Ashby
  
   
Title:
Attorney-in-fact for Richard P. Merage,
  
     
Chief Executive Officer
  

Date:
December 30, 2019
MIG CAPITAL, LLC
  
         
   
By:
/s/ Peter Ashby
  
   
Name:
Peter Ashby
  
   
Title:
Attorney-in-fact for Richard P. Merage,
  
     
Chief Executive Officer
  

Date:
December 30, 2019
/s/ Peter Ashby
  
   
Peter Ashby as Attorney-in-fact for Richard P. Merage
  

9
SCHEDULE A
 
Executive Officers
 
MIG CAPITAL ADVISORS, LLC

Name and Position
Present Principal Occupation
Business Address
     
Richard P. Merage,
Chief Executive Officer
Chief Executive Officer of
MIG Capital, LLC and Portfolio
Manager of MIG Master Fund, L.P.
c/o MIG Capital, LLC
660 Newport Center Drive, Suite 1300
Newport Beach, CA 92660

MIG CAPITAL, LLC
 
Name and Position
Present Principal Occupation
Business Address
     
Richard P. Merage,
Chief Executive Officer
Chief Executive Officer of
MIG Capital, LLC and Portfolio
Manager of MIG Master Fund, L.P.
c/o MIG Capital, LLC
660 Newport Center Drive, Suite 1300
Newport Beach, CA 92660
     
Peter Ashby,
Chief Operating Officer and
Chief Compliance Officer
Chief Operating Officer and Chief
Compliance Officer of
MIG Capital, LLC
c/o MIG Capital, LLC
660 Newport Center Drive, Suite 1300
Newport Beach, CA 92660

Schedule A
SCHEDULE B
 
Transactions in Common Stock of the Issuer During the Past 60 Days
 
MIG MASTER FUND, L.P.
 
Date of
Purchase / Sale
Class of
Security
Number of Shares
Purchased / (Sold)
Price ($)
       
11/13/2019
Common Stock
52,479
2.92
       
11/14/2019
Common Stock
10,306
2.92
       
11/18/2019
Common Stock
57,215
2.9066
       
12/02/2019
Common Stock
72,318
2.8054
       
12/02/2019
Common Stock
50,000
2.8059
       
12/02/2019
Common Stock
60,000
2.8037
       
12/02/2019
Common Stock
93,778
2.805
       
12/12/2019
Common Stock
92,296
2.7193
       
12/12/2019
Common Stock
200,000
2.72
       
12/13/2019
Common Stock
120,500
2.7007
       
12/13/2019
Common Stock
20,000
2.7108
       
12/13/2019
Common Stock
25,000
2.7050
       
12/16/2019
Common Stock
345,740
2.6459
       
12/16/2019
Common Stock
51,400
2.6446
       
12/17/2019
Common Stock
150,000
2.3952
       
12/17/2019
Common Stock
100,000
2.39
       
12/17/2019
Common Stock
61,130
2.3876
       
12/17/2019
Common Stock
126,989
2.3657
       
12/19/2019
Common Stock
211,729
2.2597
       
12/19/2019
Common Stock
100,000
2.2648
       
12/19/2019
Common Stock
24,372
2.2497
       
12/20/2019
Common Stock
125,628
2.2647
       
12/23/2019
Common Stock
36,724
2.2290
       
12/23/2019
Common Stock
106,560
2.2250
       
12/23/2019
Common Stock
106,716
2.2574


Schedule B
 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated December 30, 2019 (including amendments thereto) with respect to the shares of Common Stock, par value $0.0001 per share, of Groupon, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:    December 30, 2019
 
 
MIG MASTER FUND, L.P.
  
         
 
By:
MIG Capital Advisors, LLC
  
 
Its:
General Partner
  
         
   
By:
/s/ Peter Ashby
  
   
Name:
Peter Ashby
  
   
Title:
Attorney-in-fact for Richard P. Merage,
  
     
Chief Executive Officer
  

 
MIG CAPITAL ADVISORS, LLC
  
       
 
By:
/s/ Peter Ashby
  
 
Name:
Peter Ashby
  
 
Title:
Attorney-in-fact for Richard P. Merage,
  
   
Chief Executive Officer
  

 
MIG CAPITAL, LLC
  
       
 
By:
/s/ Peter Ashby
  
 
Name:
Peter Ashby
  
 
Title:
Attorney-in-fact for Richard P. Merage,
  
   
Chief Executive Officer
  

 
/s/ Peter Ashby
  
 
Peter Ashby as Attorney-in-fact for Richard P. Merage
  


EX-99.2 3 ex99_2.htm EXHIBIT 99.2
Exhibit 99.2
 
POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned hereby constitutes and appoints Peter Ashby signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
1.          Execute for and on behalf of the undersigned all documents relating to the business of MIG Master Fund, L.P. and MIG Capital, LLC, including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of MIG Master Fund, L.P. or MIG Capital, LLC or their affiliates.
 
2.          Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.
 
3.          Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
Each of the undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any rules or regulations including federal securities laws.
 
This Power of Attorney shall remain in full force and effect until December 31, 2020 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
(Signatures on Following Page)
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of December, 2019.
 
 
MIG MASTER FUND, L.P.
     
 
By:
MIG Capital Advisors, LLC
 
Its:
General Partner

 
By:
/s/ Richard P. Merage
  
 
Name:
Richard P. Merage
  
 
Title:
Chief Executive Officer
  

 
MIG CAPITAL ADVISORS, LLC
  
         
   
By:
/s/ Richard P. Merage
  
   
Name:
Richard P. Merage
  
   
Title:
Chief Executive Officer
  

 
MIG CAPITAL, LLC
         
   
By:
/s/ Richard P. Merage
  
   
Name:
Richard P. Merage
  
   
Title:
Chief Executive Officer
  

 
/s/ Richard P. Merage
  
 
Richard Merage
  


2