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Coinbase Global Inc. - Tender Offer - Final Results

Coinbase Announces Final Results and Expiration of Cash Tender Offer for its Outstanding 3.625% Senior Notes Due 2031


19 SEPTEMBER 2023


Full announcement including full disclosures and disclaimers available via SEC


"Remote-First-Company/SAN DIEGO—(BUSINESS WIRE)— Coinbase Global, Inc. (the “Company” or “Coinbase”) today announced the final results of its previously announced offer to purchase for cash (the “Tender Offer”) up to $180.0 million in aggregate purchase price (the “Maximum Tender Amount”), excluding accrued and unpaid interest, of its 3.625% Senior Notes due 2031 (the “Notes”).


The Tender Offer expired at 11:59 p.m., New York City time, on September 18, 2023 (the “Final Expiration Time”). The Company expects to accept for payment and make payment on September 20, 2023 (the “Final Settlement Date”) with respect to all Notes validly tendered and accepted for purchase after 11:59 p.m., New York City time, on September 1, 2023 (the “Interim Expiration Time”), but at or prior to the Final Expiration Time, subject to the conditions set forth in the Company’s offer to purchase, dated August 7, 2023 (as amended, the “Offer to Purchase”).


Holders of the Notes (“Holders”) who validly tendered their Notes after the Interim Expiration Time but at or prior to the Final Expiration Time, in the manner described in the Offer to Purchase, are eligible to receive the Total Consideration (as defined below) for the Notes accepted for purchase. Holders will also receive accrued and unpaid interest on their Notes validly tendered and accepted for purchase from the most recent interest payment date for the Notes up to, but not including, the Final Settlement Date. No further action is required to be taken by Holders who have already validly tendered their Notes in order to receive the Total Consideration (as defined below), plus accrued and unpaid interest, on the Final Settlement Date.


As of 5:00 p.m., New York City time, on August 18, 2023 (the “Early Tender Time”), holders of $50,034,000 aggregate principal amount of the Notes had validly tendered and not validly withdrawn their Notes. On August 22, 2023 (the “Early Settlement Date”), the Company accepted for purchase $50,034,000 aggregate principal amount of the Notes. As of the Interim Expiration Time, an additional $211,062,000 in aggregate principal amount of the Notes were validly tendered. On September 6, 2023 (the “Interim Settlement Date”), the Company accepted for purchase $211,062,000 aggregate principal amount of the Notes.


According to information provided by Global Bondholder Services Corporation, the tender and information agent for the Tender Offer (the “Tender and Information Agent”), following the Interim Expiration Time, but at or prior to the Final Expiration Time, an additional $1,447,000 in aggregate principal amount of the Notes were validly tendered. Together with the Notes accepted for purchase at the Early Settlement Date and the Interim Settlement Date, a total of $262,543,000 in aggregate principal amount outstanding of the Notes were validly tendered in the Tender Offer. As previously announced, Holders who validly tendered their Notes at or prior to the Final Expiration Time are eligible to receive $675.00 per $1,000 principal amount of Notes validly tendered (the “Total Consideration”) for the Notes accepted for purchase.


The following table sets forth certain information relating to the tender offer:




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Coinbase Announces Interim Results and Extension and Upsizing of Cash Tender Offer for its Outstanding 3.625% Senior Notes Due 2031


05 SEPTEMBER 2023


Full announcement including full disclosures and disclaimers available via SEC


"Remote-First-Company/SAN DIEGO—(BUSINESS WIRE)— Coinbase Global, Inc. (the “Company” or “Coinbase”) today announced interim results of its previously announced offer to purchase for cash (the “Tender Offer”) a portion of its 3.625% Senior Notes due 2031 (the “Notes”).


The Company also announced that it has amended the terms of the Tender Offer to (i) increase the amount of Notes that may be purchased in the Tender Offer from a maximum aggregate purchase price of $150,000,000 to a maximum aggregate purchase price of $180,000,000 (excluding accrued and unpaid interest) (as amended, the “Maximum Tender Amount”) and (ii) extend the expiration date of the Tender Offer from 11:59 p.m., New York City time, on September 1, 2023 to 11:59 p.m., New York City time, on September 18, 2023 (as so extended, the “Expiration Time”).

The Company expects to accept for payment and make payment on September 6, 2023 (the “Interim Settlement Date”) with respect to all Notes validly tendered after 5:00 p.m., New York City time, on August 18, 2023 (the “Early Tender Time”), but at or prior to 11:59 p.m., New York City time, on September 1, 2023 (the “Interim Expiration Time”), subject to the conditions set forth in the Company’s offer to purchase, dated August 7, 2023 (as amended, the “Offer to Purchase”).


Holders of the Notes (“Holders”) who validly tendered their Notes after the Early Tender Time but at or prior to the Interim Expiration Time, in the manner described in the Offer to Purchase, are eligible to receive the Total Consideration (as defined below) for the Notes accepted for purchase. Holders will also receive accrued and unpaid interest on their Notes validly tendered and accepted for purchase from the most recent interest payment date for the Notes up to, but not including, the Interim Settlement Date. No further action is required to be taken by Holders who have already validly tendered their Notes in order to receive the Total Consideration (as defined below), plus accrued and unpaid interest, on the Interim Settlement Date.


As of the Early Tender Time, holders of $50,034,000 aggregate principal amount of the Notes had validly tendered and not validly withdrawn their Notes. On August 22, 2023 (the “Early Settlement Date”), the Company accepted for purchase $50,034,000 aggregate principal amount of the Notes. According to information provided by Global Bondholder Services Corporation, the tender and information agent for the Tender Offer (the “Tender and Information Agent”), following the Early Tender Time, but at or prior to the Interim Expiration Time, an additional $211,062,000 in aggregate principal amount of the Notes were validly tendered. Together with the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time, a total of $261,096,000 in aggregate principal amount outstanding of the Notes were validly tendered at or prior to the Interim Expiration Time. As previously announced, Holders who validly tendered their Notes at or prior to the Interim Expiration Time are eligible to receive $675.00 per $1,000 principal amount of Notes validly tendered (the “Total Consideration”).


The following table sets forth certain information relating to the tender offer:"

(1)CUSIP information is provided for the convenience of Holders. No representation is made as to the correctness or accuracy of such numbers.

(2)As of the Interim Expiration Time and not including Notes accepted for purchase by the Company on the Early Settlement Date. (3)Not including Notes accepted for purchase by the Company on the Early Settlement Date. Subject to satisfaction or waiver of the conditions set forth in the Offer to Purchase, the Company anticipates that Notes tendered after the Early Tender Time, but at or prior to the Interim Expiration Time, will be accepted for purchase on the Interim Settlement Date. However, there can be no assurance that the conditions set forth in the Offer to Purchase will be satisfied or waived. (4)With respect to Notes accepted for purchase by the Company on the Interim Settlement Date, inclusive of accrued and unpaid interest, and not including Notes accepted for purchase by the Company on the Early Settlement Date. (5)Per $1,000 principal amount of Notes validly tendered and accepted.


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Coinbase Announces Early Tender Results and an Increase in Consideration in Connection with Cash Tender Offer for Up to $150.0 Million Aggregate Purchase Price of its Outstanding 3.625% Senior Notes Due 2031


21 AUGUST 2023


Full announcement including full disclosures and disclaimers available via SEC


"Remote-First-Company/SAN DIEGO—(BUSINESS WIRE)— Coinbase Global, Inc. (the “Company” or “Coinbase”) today announced the early tender results of its previously announced offer to purchase for cash (the “Tender Offer”) up to $150.0 million in aggregate purchase price (the “Maximum Tender Amount”), excluding accrued and unpaid interest, of its 3.625% Senior Notes due 2031 (the “Notes”).


The Company also announced that it has amended the terms of the Tender Offer to increase each of the Total Consideration and the Tender Consideration (as each term is defined in the Company’s offer to purchase, dated August 7, 2023 (the “Offer to Purchase”)) per $1,000 principal amount of Notes tendered and accepted for purchase pursuant to the Offer to Purchase to $675.00 (the “Amended Consideration”), which increase applies to all Notes that have been, or will be, tendered (and not validly withdrawn) and accepted for purchase (and, accordingly, to eliminate the Early Tender Premium (as defined in the Offer to Purchase)).


Certain information regarding the Notes and the Tender Offer, including (i) the Amended Consideration and (ii) the aggregate principal amount of Notes that was validly tendered as of 5:00 p.m., New York City time, on August 18, 2023 (the “Early Tender Time”), according to Global Bondholder Services Corporation, the tender and information agent for the Tender Offer (the “Tender and Information Agent”), is set forth in the table below:"



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Coinbase Commences Cash Tender Offer for Up to $150.0 Million Aggregate Purchase Price of its Outstanding 3.625% Senior Notes Due 2031


07 AUGUST 2023


Full announcement including full disclosures and disclaimers available via SEC


"Remote-First-Company/SAN DIEGO—(BUSINESS WIRE)— 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:



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