PORTLAND, Ore. - Coinbase (NASDAQ:COIN) Global, Inc. (NASDAQ:COIN), a major player in the cryptocurrency exchange arena, has announced plans to offer $1.0 billion in Convertible Senior Notes due 2030 to qualified institutional buyers. The private offering is contingent on market conditions and other factors, and Coinbase may also grant purchasers an option to buy an additional $150 million to cover over-allotments.
The notes, set to mature on April 1, 2030, unless repurchased, redeemed, or converted earlier, will be senior unsecured obligations of Coinbase. They will accrue interest paid semi-annually and can be converted into cash, shares of Coinbase's Class A common stock, or a combination, at Coinbase's discretion.
Coinbase intends to initiate capped call transactions to potentially minimize the dilution of its Class A common stock upon conversion of the notes or to offset any cash payments exceeding the principal amount of converted notes. The terms of the capped call transactions, which are typically used to manage the financial risk of convertible note offerings, will be subject to a cap.
The company has been informed that the option counterparties or their affiliates may engage in transactions that could affect the market price of Coinbase’s Class A common stock or the notes, particularly around the pricing and conversion periods.
Proceeds from the offering are earmarked for repaying, repurchasing, or redeeming Coinbase's existing notes due in 2026, 2028, and 2031, as well as for general corporate purposes, which could include capital expenditures and potential investments in or acquisitions of other companies.
The notes and any shares of Coinbase’s Class A common stock potentially issuable upon conversion will not be registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the U.S. except under an exemption from registration requirements.
This news is based on a press release statement and does not constitute an offer to sell or a solicitation of an offer to buy any of the securities mentioned.
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