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Coinbase | 8-K: Coinbase Announces Pricing of Offering of $1.1 Billion of 0.25% Convertible Senior Notes Due 2030

SEC announcement ·  Mar 14 06:09
Summary by Moomoo AI
On March 13, 2024, Coinbase Global, Inc. announced the pricing of its upsized private offering of $1.1 billion in 0.25% convertible senior notes due in 2030. The offering, initially set at $1.0 billion, was increased due to demand and includes an option for initial purchasers to buy an additional $165 million to cover over-allotments. The sale is expected to close on March 18, 2024, with net proceeds estimated at approximately $1.08 billion, or $1.24 billion if the additional notes are fully purchased. Coinbase plans to use the proceeds to manage its existing debts, including the repayment, repurchase, or redemption of its outstanding notes due in 2026, 2028, and 2031, and for general corporate purposes such as working capital and capital expenditures. Part of the proceeds may also fund further capped call transactions and...Show More
On March 13, 2024, Coinbase Global, Inc. announced the pricing of its upsized private offering of $1.1 billion in 0.25% convertible senior notes due in 2030. The offering, initially set at $1.0 billion, was increased due to demand and includes an option for initial purchasers to buy an additional $165 million to cover over-allotments. The sale is expected to close on March 18, 2024, with net proceeds estimated at approximately $1.08 billion, or $1.24 billion if the additional notes are fully purchased. Coinbase plans to use the proceeds to manage its existing debts, including the repayment, repurchase, or redemption of its outstanding notes due in 2026, 2028, and 2031, and for general corporate purposes such as working capital and capital expenditures. Part of the proceeds may also fund further capped call transactions and potential investments or acquisitions. The notes, which are senior unsecured obligations, will pay interest semi-annually and are set to mature on April 1, 2030, unless repurchased, redeemed, or converted earlier. Coinbase has entered into capped call transactions to reduce potential dilution from the conversion of the notes. The initial conversion rate is set at approximately 2.9981 shares per $1,000 principal amount of notes, with a conversion premium of 32.5% over the last reported sale price of Coinbase's Class A common stock as of March 13, 2024. The capped call transactions have a cap price of approximately $503.46 per share, double the last reported sale price. The offering is limited to qualified institutional buyers, and the notes, along with any shares of Class A common stock issuable upon conversion, have not been registered under the Securities Act or any state securities laws.

This announcement is a separate document:

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