Coinbase Global, Inc. (“Coinbase”) (Nasdaq: COIN) today
announced the pricing of $1.1 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”). The aggregate principal amount of the offering was increased
from the previously announced offering size of $1.0 billion.
Coinbase also granted the initial purchasers of the notes a 30-day
option to purchase up to an additional $165.0 million principal
amount of notes, solely to cover over-allotments. The sale of the
notes to the initial purchasers is expected to settle on March 18,
2024, subject to customary closing conditions, and is expected to
result in approximately $1.08 billion (or approximately $1.24
billion if the initial purchasers exercise their option to purchase
additional notes in full) in net proceeds to Coinbase after
deducting the initial purchasers’ discounts and commissions and
estimated offering expenses payable by Coinbase.
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 be senior, unsecured obligations of Coinbase. The
notes will bear interest of 0.25% per year payable semi-annually in
arrears on April 1 and October 1 of each year, beginning on October
1, 2024. The notes will mature on April 1, 2030, unless earlier
repurchased, redeemed or converted. Coinbase may not redeem the
notes prior to April 1, 2027. Coinbase may redeem all or any
portion of the notes (subject to certain limitations), at its
option, on or after April 1, 2027 and on or before the 20th
scheduled trading day immediately before the maturity date, if the
last reported sale price of Coinbase’s Class A common stock exceeds
130% of the conversion price then in effect on (1) each of at least
20 trading days (whether or not consecutive) during the 30
consecutive trading days ending on, and including, the trading day
immediately before the date Coinbase sends the related redemption
notice; and (2) the trading day immediately before the date
Coinbase sends such notice, at a redemption price equal to 100% of
the principal amount of the notes to be redeemed, plus any accrued
and unpaid interest to, but excluding, the redemption date. No
sinking fund is provided for the notes, which means that Coinbase
is not required to redeem or retire the notes periodically. Subject
to a limited exception, holders of the notes will have the right to
require Coinbase to repurchase for cash all or a portion of their
notes upon the occurrence of a fundamental change (as defined in
the indenture governing the notes) at a purchase price of 100% of
their principal amount plus any accrued and unpaid interest.
The notes will be convertible at an initial conversion rate of
2.9981 shares of Coinbase’s Class A common stock, per $1,000
principal amount of notes (equivalent to an initial conversion
price of approximately $333.54 per share of Class A common stock,
which represents a conversion premium of approximately 32.5% to the
last reported sale price of $251.73 per share of Coinbase’s Class A
common stock on The Nasdaq Global Select Market on March 13,
2024).
Prior to the close of business on the business day immediately
preceding October 1, 2029, the notes will be convertible at the
option of the noteholders only upon the satisfaction of specified
conditions and during certain periods. On or after October 1, 2029
until the close of business on the second scheduled trading day
preceding the maturity date, the notes will be convertible at the
option of the noteholders at any time regardless of these
conditions. Conversions of the notes will be settled in cash,
shares of Coinbase’s Class A common stock, or a combination
thereof, at Coinbase’s election.
In connection with the pricing of the notes, Coinbase entered
into privately negotiated capped call transactions with certain of
the initial purchasers or their affiliates and/or other financial
institutions (the “option counterparties”). The capped call
transactions 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. The cap price of the
capped call transactions is initially approximately $503.46 per
share, which represents a premium of 100% over the last reported
sale price of Coinbase’s Class A common stock of $251.73 per share
on March 13, 2024, and is subject to certain adjustments under the
terms of the capped call transactions.
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.
The notes were only 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 of the offering, the potential effects of entering into
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 consummate the offering, prevailing 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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version on businesswire.com: https://www.businesswire.com/news/home/20240313516156/en/
Press: press@coinbase.com Investors: investor@coinbase.com
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