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Published on 9/19/2023 in the Prospect News Distressed Debt Daily, Prospect News High Yield Daily and Prospect News Liability Management Daily.

Coinbase announces results of capped offer for 3 5/8% notes due 2031

By Mary-Katherine Stinson

Lexington, Ky., Sept. 19 – Coinbase Global, Inc. announced the final results of its offer to purchase for cash up to $180 million in aggregate purchase price, excluding accrued interest, of its $1 billion outstanding 3 5/8% senior notes due 2031 (Cusip: 19260QAD9, U19328AB6), according to an 8-K filing with the Securities and Exchange Commission and a press release.

As of the expiration date of 11:59 p.m. ET on Sept. 18, a total of $262,543,000 of the notes were validly tendered.

This includes an additional $1,447,000 of notes tendered after the interim settlement date, $211,062,000 of notes accepted for purchase on the Sept. 6 interim settlement date and $50,034,000 of notes accepted for purchase on the Aug. 22 early settlement date.

The offer was originally capped at a maximum aggregate purchase price of $150 million before it was increased to $180 million.

The company expects to accept for purchase the final $1,447,000 of notes tendered after the interim settlement date. The company anticipates it will pay a total of $1,001,349, inclusive of accrued interest, with respect to these notes expected to be purchased on the final settlement date.

This represents an amended purchase price of $675 per $1,000 principal amount of notes.

As previously reported, the prior increase in the consideration eliminated the early tender premium and applied to all notes tendered through the expiration of the offer.

The original consideration was $645 per $1,000 principal amount, which included an early tender premium of $30 per $1,000 principal amount. At the launch of the offer, it was announced that holders tendering after the early deadline would only be eligible to receive the tender consideration of $615 per $1,000 principal amount, though that is no longer relevant.

The company will also pay accrued interest.

Notes tendered at or prior to the early tender time had priority over notes tendered after the early deadline.

Final settlement is expected for Sept. 20.

Citigroup Global Markets Inc. (800 558-3745 and 212 723-6106) is dealer manager for the tender offer.

The tender and information agent is Global Bondholder Services Corp. (855 654-2015 or 212 430-3774).

Coinbase is a cryptocurrency exchange platform. It is a remote-first-company with no physical headquarters.


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