Coinbase Announces Repurchase of 0.50% Convertible Senior Notes Due 2026
June 15 2023 - 8:20AM
Business Wire
Repurchasing $64.5 million of convertible senior notes at
approximately 29% discount to par value
On June 14, 2023, Coinbase Global, Inc. (the “Company” or
“Coinbase”) entered into separate, privately negotiated purchase
agreements with a limited number of holders of its 0.50%
Convertible Senior Notes due 2026 (the “Notes”) to repurchase (the
“Repurchases”) $64.5 million aggregate principal amount of the
Notes. The Company estimates that it will expend approximately
$45.5 million in cash to consummate the Repurchases. The
transaction represents an approximately 29% discount to par
value.
The Company previously entered into capped call transactions
with certain financial institutions in connection with the initial
issuance of the Notes. All of these transactions are expected to
remain in effect notwithstanding the Repurchases.
The Repurchases are expected to close on or about June 20, 2023,
subject to the satisfaction of customary closing conditions.
Following such closings, approximately $1.373 billion principal
amount of the Notes will remain outstanding.
“We are always looking for the best opportunities to deploy
capital to create shareholder value,” said Alesia Haas, Chief
Financial Officer of Coinbase. “As we stated in our most recent
shareholder letter, the first quarter of 2023 was a turning point
in building a company that is more efficient and financially
disciplined. This opportunistic repurchase is a continuation of
those efforts and reflects our confidence in our business, strong
first quarter financial performance, and improved competitive
positioning. We have reduced our 2026 convertible senior notes
outstanding and we will look for additional such opportunities in
the future.”
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains “forward-looking statements”
including, among other things, statements relating to the
anticipated cash expenditure to consummate the Repurchases and
associated discount to par value, as well as the completion, timing
and size of the Repurchases. 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 from those described in such
forward-looking statements, including those described in the “Risk
Factors” section of the Company’s Quarterly Report on Form 10-Q for
the quarter ended March 31, 2023 and other filings with the
Securities and Exchange Commission. New risks and uncertainties
emerge from time to time and it is not possible for the Company to
predict all risks that could have an impact on any forward-looking
statements contained herein. Forward-looking statements in this
press release are based on the Company’s beliefs and assumptions
and on information available to the Company’s management as of the
date they are made. Investors should not place undue reliance on
any such forward-looking statements. Except as may be required by
law, the Company undertakes no obligation, and does not intend, to
update these forward-looking statements after the date of this
press release.
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version on businesswire.com: https://www.businesswire.com/news/home/20230615350208/en/
Press: press@coinbase.com
Investor Relations: investor@coinbase.com
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