Coinbase Global Inc. (the “Company” or “Coinbase”) has 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“Amended Consideration”), which increase applies to all Notes that have been, or will be, tendered (and not validly withdrawn) and accepted for purchase (and, accordingly, to eliminate the Early Tender Premium (as defined in the Offer to Purchase)).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:
(1) CUSIP information is provided for the convenience of Holders (as defined below). No representation is made as to the correctness or accuracy of such numbers.
(2) As of the Early Tender Time.
(3) Subject to satisfaction or waiver of the conditions set forth in the Offer to Purchase (as defined below), the Company anticipates that Notes tendered as of the Early Tender Time will be accepted for purchase in accordance with the terms of the Tender Offer, as amended, on August 22, 2023 (the “Early 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 on the Early Settlement Date and inclusive of accrued and unpaid interest.
(5) Per $1,000 principal amount of Notes validly tendered and accepted.
Withdrawal rights for the Tender Offer expired at 5:00 p.m., New York City time, on August 18, 2023. 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”).
Holders of Notes (“Holders”) who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Time are eligible to receive the Amended Consideration for the Notes accepted for purchase. Holders of Notes 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 Early Settlement Date.
The Company expects to pay for the Notes that were validly tendered at or prior to the Early Tender Time and that are accepted for purchase on the Early Settlement Date. No further action is required to be taken by Holders who have already validly tendered and not validly withdrawn their Notes in order to receive the Amended Consideration, plus accrued and unpaid interest, on the Early Settlement Date.
The amount of Notes that may be purchased in the Tender Offer is subject to the Maximum Tender Amount. Subject to the remaining capacity under the Maximum Tender Amount, and proration if applicable, Holders who validly tender Notes after the Early Tender Time but prior to or at the Expiration Time, and whose Notes are accepted for purchase, will be eligible to receive the Amended Consideration, plus accrued and unpaid interest. No tenders will be valid if submitted after the Expiration Time. Payment for the Notes that are validly tendered prior to or at the Expiration Time and that are accepted for purchase will be made on a date promptly following the Expiration Time, which is currently anticipated to be September 6, 2023, the second business day after the Expiration Time.
Except as described herein, other terms of the previously announced Tender Offer remain unchanged. Holders of Notes should read carefully and in its entirety the Offer to Purchase before deciding to tender or withdraw their Notes, as applicable.
The Company has engaged Citigroup Global Markets Inc. to serve as Dealer Manager for the Tender Offer.
Source: Coinbase
