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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.”
