Item 1.01 Entry into a Material Definitive Agreement.
On September 17, 2021, Coinbase Global, Inc. (the "Company"), completed its
previously announced private offering of $1.0 billion aggregate principal amount
of its 3.375% Senior Notes due 2028 (the "2028 Notes") and $1.0 billion
aggregate principal amount of its 3.625% Senior Notes due 2031 (the "2031 Notes"
and, together with the 2028 Notes, the "Notes"). The Notes were sold within the
United States only to persons reasonably believed to be qualified institutional
buyers in reliance on Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"), and outside the United States to non-U.S. persons in
reliance on Regulation S under the Securities Act.
The Company intends to use the net proceeds from the offering for general
corporate purposes, which may include continued investments in its product
development, as well as potential investments in or acquisitions of other
companies, products, or technologies that the Company may identify in the
As of the issue date, one of the Company's subsidiaries, Coinbase, Inc. (the
"Guarantor"), has guaranteed the Notes. Subject to certain exceptions, if the
Notes achieve an investment grade rating, the Company will have the option to
release the Guarantor from its guarantee under the Indenture (as defined below).
In the future, certain of the Company's other domestic subsidiaries may be
required to guarantee the Notes, upon the terms and subject to the conditions
set forth in the Indenture.
The Notes were issued pursuant to an Indenture, dated September 17, 2021 (the
"Indenture"), among the Company, the Guarantor and U.S. Bank National
Association, as trustee (the "Trustee").
The 2028 Notes mature on October 1, 2028 and bear interest at a rate of 3.375%
per year. The 2031 Notes mature on October 1, 2031 and bear interest at a rate
of 3.625% per year. Interest on each series of the Notes is payable
semi-annually in arrears on April 1 and October 1 of each year, beginning on
April 1, 2022.
The Company may redeem all or a portion of either series of the Notes, at its
option, at any time prior to October 1, 2024, in the case of the 2028 Notes, and
October 1, 2026, in the case of the 2031 Notes, in each case, at a price equal
to 100% of the principal amount of thereof, plus a "make-whole" premium and any
accrued and unpaid interest.
On and after October 1, 2024, in the case of the 2028 Notes, and on or after
October 1, 2026, in the case of the 2031 Notes, the Company may redeem all of a
portion of either series of the Notes at the redemption prices set forth in the
Indenture, plus any accrued and unpaid interest.
In addition, prior to October 1, 2024, in the case of each series of the Notes,
the Company may redeem up to 40% of the aggregate principal amount of either
series of the Notes with funds in the aggregate amount not exceeding the net
cash proceeds from certain equity offerings at a redemption price equal to, in
the case of the 2028 Notes, 103.375% of the principal amount of the 2028 Notes
to be redeemed, and in the case of the 2031 Notes, 103.625% of the principal
amount of the 2031 Notes to be redeemed, in each case, plus any accrued and
Upon the occurrence of a change of control triggering event (as defined in the
Indenture), the Company must offer to repurchase each series of Notes at a
repurchase price equal to 101% of the principal amount of the Notes to be
repurchased, plus any accrued and unpaid interest, to, but excluding, the
applicable repurchase date.
The Indenture contains covenants that, among other things, restrict the ability
of the Company and certain of its domestic subsidiaries:
•to create certain liens and enter into sale and lease-back transactions;
•in the case of certain of the Company's domestic subsidiaries, to create,
assume, incur or guarantee certain indebtedness without such subsidiary
guaranteeing the Notes? and
•to consolidate or merge with, or convey, transfer or lease all or substantially
all of their respective assets, to another person.
These covenants are subject to a number of other limitations and exceptions set
forth in the Indenture.
The Indenture provides for customary events of default, including, but not
limited to, failure to pay principal and interest, failure to comply with
covenants, agreements or conditions, cross-acceleration to other material
indebtedness and certain events of bankruptcy or insolvency involving the
Company and its significant subsidiaries. In the case of an event of default
arising from specified events of bankruptcy or insolvency, all outstanding Notes
under the Indenture will become due and payable immediately without further
action or notice. If any other event of default under the Indenture occurs or is
continuing, the Trustee or holders of at least 25% in aggregate principal amount
of the applicable series of outstanding Notes under the Indenture may declare
all the Notes of such series to be due and payable immediately.
A copy of the Indenture and the form of Note for each series are attached as
Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and
are incorporated herein by reference. The foregoing description of the Indenture
and Notes do not purport to be complete and is qualified in its entirety by
reference to the full text in such exhibits.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 in this Current Report
on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
4.1 Indenture, dated as of September 17, 2021, among Coinbase Global, Inc.,
Coinbase, Inc. and U.S. Bank National Association, as trustee.
4.2 Form of 3.375% Senior Notes due 2028 (included in Exhibit 4.1).
4.3 Form of 3.625% Senior Notes due 2031 (included in Exhibit 4.1).
104 The cover page from this Current Report on Form 8-K, formatted in Inline
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