Coinbase Global, Inc. (the “Company” or “Coinbase”) today
announced that it is commencing an offer to purchase for cash (the
“Tender Offer”) up to $150.0 million in aggregate purchase price,
excluding accrued and unpaid interest, of its 3.625% Senior Notes
due 2031 (the “Notes”).
The Tender Offer will expire at 11:59 p.m., New York City time,
on September 1, 2023 (such date, as may be extended, the
“Expiration Time”). Under the terms of the Tender Offer, holders of
the Notes (“Holders”) who validly tender and do not validly
withdraw their Notes at or prior to 5:00 p.m., New York City time,
on August 18, 2023 (the “Early Tender Time”) will be eligible to
receive $645.00 per $1,000 principal amount of Notes (the “Total
Consideration”), consisting of the Tender Consideration (defined
below) plus $30.00 per $1,000 principal amount of Notes (the “Early
Tender Premium”). Holders of the Notes who validly tender their
Notes after the Early Tender Time, but at or prior to the
Expiration Time, will be eligible to receive $615.00 per $1,000
principal amount of Notes validly tendered (the “Tender
Consideration”). Tendered Notes may be withdrawn at any time at or
prior to the Early Tender Time, unless extended or earlier
terminated.
Certain information regarding the Notes and the Tender Offer is
set forth in the table below:
Issuer
Title of Security
CUSIP Number/ ISIN (1)
Principal Amount Outstanding
Tender Maximum
Tender Consideration (2)
Early Tender Premium (2)
Total Consideration (2)(3)
Coinbase Global, Inc.
3.625% Senior Notes Due 2031
144A CUSIP/ISIN: 19260Q AD9 /
US19260QAD97 Regulation S CUSIP/ISIN: U19328 AB6 / USU19328AB62
$1,000,000,000
$150,000,000
$615.00
$30.00
$645.00
__________
(1) CUSIP information is provided for the convenience of
Holders. No representation is made as to the correctness or
accuracy of such numbers.
(2) Per $1,000 principal amount of Notes validly tendered and
accepted. Holders will receive in cash an amount equal to accrued
and unpaid interest in addition to the Tender Consideration or
Total Consideration, as applicable.
(3) Inclusive of Early Tender Premium.
Holders whose Notes are purchased in the Tender Offer will also
be paid accrued and unpaid interest from the most recent interest
payment date on the Notes to, but not including, the applicable
settlement date.
The amount of Notes that may be purchased in the Tender Offer is
subject to a maximum purchase price of $150.0 million (the “Maximum
Tender Amount”). Tendered Notes may be subject to proration if the
aggregate purchase price of Notes validly tendered and not validly
withdrawn in the Tender Offer exceeds the Maximum Tender Amount.
The Company reserves the right to increase or decrease the Maximum
Tender Amount. All Notes tendered at or prior to the Early Tender
Time will have priority over Notes tendered after the Early Tender
Time. As a result, if the Tender Offer is fully subscribed as of
the Early Tender Time, Holders that validly tender their Notes
after the Early Tender Time will not have any of their Notes
accepted for purchase unless the Company increases the Maximum
Tender Amount.
The consummation of the Tender Offer is subject to certain
customary conditions. The Company reserves the right, in its sole
discretion, to waive any and all conditions to the Tender Offer
with respect to the Notes and may delay the acceptance for payment
of, any tendered Notes and may even terminate the Tender Offer. The
Company reserves the absolute right to extend, re-open, amend
and/or terminate the Tender Offer in its sole discretion, subject
to disclosure and other requirements as required by applicable
law.
Early settlement of the Notes that have been validly tendered at
or prior to the Early Tender Time (and accepted for payment) is
expected to occur, if the Company elects to do so, on the second
business day following the Early Tender Time, unless the Tender
Offer is terminated prior to such date. Final settlement of any
Notes that have been validly tendered after the Early Tender Time
but at or prior to the Expiration Time (and accepted for payment),
subject to the Maximum Tender Amount, is expected to occur on the
second business day following the Expiration Time, unless the
Tender Offer is terminated prior to such date.
Full details of the terms and conditions of the Tender Offer are
included in the Company’s offer to purchase, dated August 7, 2023
(the “Offer to Purchase”).
Copies of documents relating to the Tender Offer may be obtained
from Global Bondholder Services Corp., the Tender and Information
Agent, at http://www.gbsc-usa.com/coin, or by telephone at (855)
654-2015 or (212) 430-3774.
The Company has engaged Citigroup Global Markets Inc. to serve
as Dealer Manager for the Tender Offer. Questions regarding the
Tender Offer should be directed to Citigroup Global Markets Inc. at
(800) 558-3745 (U.S. toll-free) and (212) 723-6106 (New York).
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, any security. No offer,
solicitation, or sale will be made in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful. This press
release does not describe all the material terms of the Tender
Offer, and no decision should be made by any Holder on the basis of
this press release. The terms and conditions of the Tender Offer
are described in the Offer to Purchase, and this press release must
be read in conjunction with the Offer to Purchase. The Offer to
Purchase contains important information which should be read
carefully before any decision is made with respect to the Tender
Offer.
Disclaimer
None of the Company, the Dealer Manager, the Tender and
Information Agent or the trustee for the Notes, or any of their
respective affiliates, is making any recommendation as to whether
Holders should or should not tender any Notes in response to the
Tender Offer or expressing any opinion as to whether the terms of
the Tender Offer are fair to any Holder. Holders must make their
own decision as to whether to tender any of their Notes and, if so,
the principal amount of Notes to tender. Please refer to the Offer
to Purchase for a description of the offer terms, conditions,
disclaimers and other information applicable to the Tender
Offer.
About Coinbase
Coinbase is building the cryptoeconomy – a more fair,
accessible, efficient, and transparent financial system enabled by
crypto. The Company started in 2012 with the radical idea that
anyone, anywhere, should be able to easily and securely send and
receive Bitcoin. Today, Coinbase offers a trusted and easy-to-use
platform for accessing the broader cryptoeconomy.
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 Tender Offer, as
well as the completion, timing and size of the Tender Offer.
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 June 30, 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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