UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On September 19, 2023, Coinbase Global, Inc. announced final tender results and the expiration of its previously announced cash tender offer to purchase up to $180.0 million in aggregate purchase price, excluding accrued and unpaid interest, of its outstanding 3.625% Senior Notes due 2031.
The press release announcing the final tender results and expiration of the tender offer is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated September 19, 2023. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COINBASE GLOBAL, INC. | ||||||
| Dated: September 19, 2023 | By: | /s/ Alesia J. Haas | ||||
| Alesia J. Haas | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Coinbase Announces Final Results and Expiration of Cash Tender Offer for its Outstanding 3.625% Senior Notes Due 2031
September 19, 2023
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:
| Issuer |
Title of |
CUSIP Number/ISIN (1) | Aggregate Principal Amount Outstanding (2) |
Aggregate Principal Amount Tendered after Interim Expiration Time (2) |
Aggregate Principal Amount Expected to be Accepted for Purchase on Final Settlement Date (3) |
Aggregate Amount to be Paid (4) |
Total Consideration(5) |
|||||||||||||||||
| 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 | $ | 1,447,000 | $ | 1,447,000 | $ | 1,001,349 | $ | 675.00 | ||||||||||||
| (1) | CUSIP information is provided for the convenience of Holders. No representation is made as to the correctness or accuracy of such numbers. |
| (2) | As of the Final Expiration Time and not including Notes accepted for purchase by the Company on the Early Settlement Date or the Interim Settlement Date. |
| (3) | Not including Notes accepted for purchase by the Company on the Early Settlement Date or the Interim Settlement Date. Subject to satisfaction or waiver of the conditions set forth in the Offer to Purchase, the Company anticipates that all Notes tendered after the Interim Expiration Time, but at or prior to the Final Expiration Time, will be accepted for purchase in accordance with the terms of the Tender Offer, as amended, on the Final 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 expected to be accepted for purchase on the Final Settlement Date, inclusive of accrued and unpaid interest. |
| (5) | Per $1,000 principal amount of Notes validly tendered and accepted. |
Citigroup Global Markets Inc. served 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). Copies of documents relating to the Tender Offer may be obtained from the Tender and Information Agent at http://www.gbsc-usa.com/coin, or by telephone at (855) 654-2015 or (212) 430-3774.
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 Offer to Purchase contains important information which should be read carefully before any decision is made with respect to the Tender Offer.
Disclaimer
None of the Company, the Dealer Manager, the Tender and Information Agent or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether Holders should or should not tender any Notes in response to the Tender Offer or expressing any opinion as to whether the terms of the Tender Offer are fair to any Holder. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer.
About Coinbase
Coinbase is building the cryptoeconomy – a more fair, accessible, efficient, and transparent financial system enabled by crypto. The Company started in 2012 with the radical idea that anyone, anywhere, should be able to easily and securely send and receive Bitcoin. Today, Coinbase offers a trusted and easy-to-use platform for accessing the broader cryptoeconomy.
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 Tender Offer, as well as the completion, timing and size of the Tender Offer. 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 June 30, 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.
Contacts:
Press: press@coinbase.com
Investors: investor@coinbase.com
Document and Entity Information |
Sep. 19, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Sep. 19, 2023 |
| Entity Registrant Name | Coinbase Global, Inc. |
| Entity Incorporation, State or Country Code | DE |
| Entity File Number | 001-40289 |
| Entity Tax Identification Number | 46-4707224 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Class A common stock, $0.00001 par value |
| Trading Symbol | COIN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0001679788 |
| Amendment Flag | false |