Coinbase has announced the issuance of $2 billion in convertible notes in a private offering aimed at institutional investors. The placement will take place in two tranches - with maturity in 2029 and 2032, $1 billion each. In addition, there is an option to increase each batch by $300 million.
According to the company's statement, the securities will be offered in accordance with Rule 144A, which allows transactions to be carried out without mandatory registration with the SEC. These notes will not be secured by collateral and will be convertible into Class A shares, cash, or a combination of both - at the discretion of Coinbase itself. Interest will be paid twice a year.
To avoid significant dilution of the shareholder share in the event of a possible conversion, Coinbase plans to enter into call option agreements. These measures, as the management emphasizes, will help reduce expenses when paying off more than the principal amount of debt. Part of the proceeds from the placement will be used to pay for such options.
The remaining funds will be used for general corporate needs - including financing operating activities, capital expenditures and repayment of other debt obligations. This decision was a response to the deterioration of financial indicators in the second quarter, according to the results of which the company faced a drop in revenue and an increase in costs.
After the publication of the report, Coinbase shares under the ticker COIN lost about 15% in price. According to TradingView, at the time of preparing the news, the value of the shares was $308.6 - this is 3.2% lower than the previous day. The company's market capitalization is fixed at $79.2 billion.
Despite the negative dynamics, Benchmark analysts retained the “buy” recommendation for Coinbase shares, betting on long-term growth and internal reserves of the exchange. It is separately noted that the volume of bitcoins on Coinbase's balance increased to 11,776 BTC in the second quarter.
Earlier, the company also announced the launch of perpetual futures aimed at American traders, which could become an additional driver of growth in activity on the platform.
Thus, the bond issue is seen as an attempt to stabilize the company's financial position and maintain investor confidence in the face of declining profits.