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 Tendered Notes may be withdrawn at any time at or prior to the Early Tender Time, unless extended or earlier terminated.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 |
CUSIP Number/ |
Principal Amount |
Tender |
Tender |
Early Tender |
Total |
|||||||
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.