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Coinbase | 8-K: Convertible Notes and the Indenture and Capped Call Transactions

SEC announcement ·  Mar 18 16:56
Summary by Moomoo AI
On March 18, 2024, Coinbase Global, Inc. completed a private offering of $1.265 billion in 0.25% Convertible Senior Notes due 2030, including an additional $165 million purchased by initial purchasers exercising their full option. The notes, unsecured senior obligations of Coinbase, will mature on April 1, 2030, unless earlier repurchased, redeemed, or converted. Interest is payable semi-annually, with the first payment due on October 1, 2024. The notes are convertible under certain conditions and may be settled in cash, shares of Class A common stock, or a combination thereof. The initial conversion rate is set at approximately 2.9981 shares per $1,000 principal amount, representing a premium of 32.5% over the Class A common stock's last reported sale price as of March 13, 2024. Coinbase has outlined specific terms for redemption and repurchase of...Show More
On March 18, 2024, Coinbase Global, Inc. completed a private offering of $1.265 billion in 0.25% Convertible Senior Notes due 2030, including an additional $165 million purchased by initial purchasers exercising their full option. The notes, unsecured senior obligations of Coinbase, will mature on April 1, 2030, unless earlier repurchased, redeemed, or converted. Interest is payable semi-annually, with the first payment due on October 1, 2024. The notes are convertible under certain conditions and may be settled in cash, shares of Class A common stock, or a combination thereof. The initial conversion rate is set at approximately 2.9981 shares per $1,000 principal amount, representing a premium of 32.5% over the Class A common stock's last reported sale price as of March 13, 2024. Coinbase has outlined specific terms for redemption and repurchase of the notes and has detailed the rights and obligations in the event of default. The net proceeds, after expenses and the cost of capped call transactions, are approximately $1.24 billion. These funds are intended for general corporate purposes, including repaying or redeeming existing notes and potential investments or acquisitions. In conjunction with the note offering, Coinbase entered into capped call transactions to minimize potential dilution from the conversion of the notes, with an initial cap price significantly above the current stock price. The notes were sold to qualified institutional buyers in accordance with the Securities Act exemptions, and the shares of Class A common stock that may be issued upon conversion have not been registered under the Securities Act.

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