Coinbase Global, Inc. (COIN): debt financing — Coinbase closes $1.265B 0.25% convertible note offering due 2030; enters capped call hedges

Coinbase Global, Inc.

$1.265B aggregate principal of 0.25% Convertible Senior Notes due 2030 issued; initial conversion price ~$333.54 (32.5% premium to March 13 close).
Net proceeds ~$1.24B; ~$104.1M used for capped call transactions; remainder to repay 2026, 2028, 2031 notes and for general corporate purposes.
Capped call transactions entered to reduce dilution; initial cap price ~$503.46 per share (100% premium to March 13 close).
Notes are senior unsecured, mature April 1, 2030; interest 0.25% semi-annual; redemption allowed after April 1, 2027 under stock price conditions.
Holders may convert if stock exceeds 130% of conversion price for 20 days; fundamental change triggers put option at par.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Coinbase Global, Inc. incurred convertible notes of $1.265 billion aggregate principal amount with U.S. Bank Trust Company, National Association at 0.25% per year maturing April 1, 2030.

Instrument: convertible notes
Principal: $1.265 billion aggregate principal amount
Counterparty: U.S. Bank Trust Company, National Association
Rate: 0.25% per year
Maturity: April 1, 2030
Event: incurrence

Exact text from the filing

On March 18, 2024, Coinbase Global, Inc. (the “Company”) completed its previously announced private offering of $1.265 billion aggregate principal amount of 0.25% Convertible Senior Notes due 2030 (the “Notes”), which includes the full exercise by the Initial Purchasers (as defined below) of their option to purchase up to an additional $165.0 million aggregate principal amount of Notes.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Coinbase Global, Inc. entered into Indenture for 0.25% Convertible Senior Notes due 2030 with U.S. Bank Trust Company, National Association valued at $1.265 billion aggregate principal amount of 0.25% Convertible Senior Notes due 2030 (effective 2024-03-18).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Value: $1.265 billion aggregate principal amount of 0.25% Convertible Senior Notes due 2030
Effective: 2024-03-18

Exact text from the filing

Convertible Notes and the Indenture On March 18, 2024, Coinbase Global, Inc. (the “Company”) completed its previously announced private offering of $1.265 billion aggregate principal amount of 0.25% Convertible Senior Notes due 2030 (the “Notes”), which includes the full exercise by the Initial Purchasers (as defined below) of their option to purchase up to an additional $165.0 million aggregate principal amount of Notes.

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299 debt financings filed in the last 30 days. Browse all debt financings →

Coinbase Global, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-24-070209

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