Coinbase Announces Proposed Private Offering of $1.0 Billion of Convertible Senior Notes Due 2030
12 Março 2024 - 5:23PM
Business Wire
Coinbase Global, Inc. (“Coinbase”) (Nasdaq: COIN) today
announced its intention to offer, subject to market conditions and
other factors, $1.0 billion aggregate principal amount of
Convertible Senior Notes due 2030 (the “notes”) in a private
offering (the “offering”) to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A promulgated
under the Securities Act of 1933, as amended (the “Securities
Act”). Coinbase also expects to grant the initial purchasers of the
notes a 30-day option to purchase up to an additional $150.0
million principal amount of notes solely to cover over-allotments.
The notes will be senior, unsecured obligations of Coinbase, will
accrue interest payable semi-annually in arrears and will mature on
April 1, 2030, unless earlier repurchased, redeemed or converted.
The notes will be convertible into cash, shares of Coinbase’s Class
A common stock, or a combination thereof, at Coinbase’s election.
The interest rate, initial conversion rate, and other terms of the
notes are to be determined upon pricing of the offering.
In connection with the pricing of the notes, Coinbase expects to
enter into privately negotiated capped call transactions with one
or more of the initial purchasers or their affiliates and/or other
financial institutions (the “option counterparties”). The capped
call transactions will cover, subject to customary adjustments, the
number of shares of Coinbase’s Class A common stock that will
initially underlie the notes. The capped call transactions are
expected generally to reduce the potential dilution to Coinbase’s
Class A common stock upon any conversion of the notes and/or offset
any potential cash payments Coinbase is required to make in excess
of the principal amount of converted notes, as the case may be,
with such reduction and/or offset subject to a cap.
Coinbase has been advised that, in connection with establishing
their initial hedges of the capped call transactions, the option
counterparties or their respective affiliates expect to enter into
various derivative transactions with respect to Coinbase’s Class A
common stock and/or purchase shares of Coinbase’s Class A common
stock concurrently with or shortly after the pricing of the notes.
This activity could increase (or reduce the size of any decrease
in) the market price of Coinbase’s Class A common stock or the
notes at that time. In addition, Coinbase has been advised that the
option counterparties or their respective affiliates may modify
their hedge positions by entering into or unwinding various
derivatives with respect to Coinbase’s Class A common stock and/or
purchasing or selling Coinbase’s Class A common stock or other
securities of Coinbase in secondary market transactions following
the pricing of the notes and from time to time prior to the
maturity of the notes (and are likely to do so during the relevant
valuation period under the capped call transactions or following
any early conversion of the notes, any repurchase of the notes by
Coinbase on any fundamental change repurchase date, any redemption
date or any other date on which the notes are retired by Coinbase,
in each case if Coinbase exercises its option to terminate the
relevant portion of the capped call transactions). This activity
could also cause or avoid an increase or a decrease in the market
price of Coinbase’s Class A common stock or the notes, which could
affect the ability of noteholders to convert the notes and, to the
extent the activity occurs during any observation period related to
a conversion of the notes, it could affect the number of shares of
Class A common stock, if any, and value of the consideration that
noteholders will receive upon conversion of the notes.
Coinbase intends to use the net proceeds from the offering to
repay at maturity, or repurchase or redeem prior to maturity, from
time to time and subject to market conditions, its outstanding
0.50% Convertible Senior Notes due 2026, 3.375% Senior Notes due
2028, and 3.625% Senior Notes due 2031 and for other general
corporate purposes, which may include working capital and capital
expenditures, and to pay the cost of the capped call transactions.
If the initial purchasers exercise their option to purchase
additional notes, Coinbase expects to use a portion of the net
proceeds from the sale of such additional notes to enter into
additional capped call transactions. Coinbase may also use a
portion of the net proceeds to make investments in and acquisitions
of other companies, products or technologies that Coinbase may
identify from time to time.
The notes will only be offered and sold to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A
promulgated under the Securities Act by means of a private offering
memorandum. Neither the notes nor the shares of Coinbase’s Class A
common stock potentially issuable upon conversion of the notes, if
any, have been, or will be, registered under the Securities Act or
the securities laws of any other jurisdiction, and unless so
registered, may not be offered or sold in the United States, except
pursuant to an applicable exemption from such registration
requirements.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of the notes or any shares of Class A common
stock potentially issuable upon conversion of the notes and shall
not constitute an offer, solicitation, or sale in any jurisdiction
in which such offer, solicitation, or sale is unlawful.
About Coinbase
Crypto creates economic freedom by ensuring that people can
participate fairly in the economy, and Coinbase (NASDAQ: COIN) is
on a mission to increase economic freedom for more than 1 billion
people. We’re updating the century-old financial system by
providing a trusted platform that makes it easy for people and
institutions to engage with crypto assets, including trading,
staking, safekeeping, spending, and fast, free global transfers. We
also provide critical infrastructure for onchain activity and
support builders who share our vision that onchain is the new
online. And together with the crypto community, we advocate for
responsible rules to make the benefits of crypto available around
the world.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains “forward-looking statements”
including, among other things, statements relating to the
completion, timing, and size of the proposed offering, the granting
of a 30-day option to purchase additional notes, the potential
effects of capped call transactions, and the expected use of
proceeds from the offering. Statements containing words such as
“could,” “believe,” “expect,” “intend,” “will,” or similar
expressions constitute forward-looking statements. These
forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
These statements involve risks and uncertainties that could cause
actual results to differ materially, including, but not limited to,
whether or not Coinbase will offer the notes or consummate the
offering, the final terms of the offering, prevailing market
conditions, the anticipated principal amount of the notes, which
could differ based upon market conditions, the anticipated use of
the net proceeds of the offering, which could change as a result of
market conditions or for other reasons, the impact of general
economic, industry or political conditions in the United States or
internationally, and whether the capped call transactions will
become effective. The foregoing list of risks and uncertainties is
illustrative, but is not exhaustive. For information about other
potential factors that could affect Coinbase’s business and
financial results, please review the “Risk Factors” described in
Coinbase’s Annual Report on Form 10-K for the year ended December
31, 2023, filed with the Securities and Exchange Commission (the
“SEC”) and in Coinbase’s other filings with the SEC. Except as may
be required by law, Coinbase undertakes no obligation, and does not
intend, to update these forward-looking statements after the date
of this release.
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