Coinbase Announces Repurchase of 0.50% Convertible Senior Notes Due 2026

By: Coinbase Global, Inc. via Business Wire

June 15, 2023 at 08:20 AM EDT

Repurchasing $64.5 million of convertible senior notes at approximately 29% discount to par value

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.”

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 Repurchases and associated discount to par value, as well as the completion, timing and size of the Repurchases. 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 March 31, 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.