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Tender Time”), holders of $50,034,000 aggregate principal amount of the Notes had validly tendered and not validly withdrawn their Notes.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
Security | | 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. |
