Coinbase Plans $1B Bond Sale That Avoids Hurting Stock Investors, Copying Michael Saylor's Successful Bitcoin Playbook

BY Coindesk | CORPORATE | 03/12/24 07:28 PM EDT By Aoyon Ashraf
  • Coinbase plans to raise $1 billion through a convertible debt offering, following the path of Michael Saylor's MicroStrategy (MSTR).
  • The offering has an extra provision, "negotiated capped call transactions," which will ensure less dilution at the conversion.
  • The raise comes after Wall Street analysts threw in the towel on their bearish stance on the stock.

The only publicly traded cryptocurrency exchange in the U.S., Coinbase (COIN), announced a plan to cash in on the recent rally in digital assets by raising $1 billion through selling convertible bonds, avoiding an equity sale that could hurt its stock price and also following the path Michael Saylor's MicroStrategy (MSTR) has taken to fund its crypto aspirations.

Coinbase said on Tuesday that it will offer the unsecured convertible senior notes via a private offering. Convertible bonds can be turned into shares of the issuing company (or cash) at a certain point. For the notes Coinbase plans to offer, that conversion year is 2030. Had the company chosen instead to raise money by selling new Coinbase shares, that would dilute the ownership interest of existing shareholders ? something investors may view unfavorably.

By tapping the debt market to fund its crypto business, Coinbase is pursuing a strategy Saylor has pursued at MicroStrategy (MSTR) over the past few years. Saylor's company has purchased 205,000 bitcoin, which are now worth nearly $15 billion, much of which is funded by MicroStrategy's (MSTR) sale of more than $2 billion of convertible notes. Just this month, MicroStrategy (MSTR) sold $700 million of them, and there was enough demand that the company could sell more than the originally anticipated $600 million.

Coinbase is taking an extra step to reduce the dilution when its debt is converted into equity by offering "negotiated capped call transactions" ? essentially a hedge to prevent dilution during the conversion of notes. (MicroStrategy (MSTR) did not include such a provision in its most recent deal.)

Issuers use these hedges with convertible debt to prevent dilution to existing shareholders, even when their share price rises above the conversion price, though they have to pay a fee. During its breakneck rally, fitness company Peloton famously raised $1 billion in convertible debts in 2021, including a capped call option. "The capped call transactions will cover, subject to customary adjustments, the number of shares of Coinbase's Class A common stock that will initially underlie the notes," Coinbase said.

The move comes after a massive rally in bitcoin, which has taken the price of the digital asset to an all-time high above $73,000. Bitcoin is up 67% this year, while Coinbase's stock soared by 48% in the same time period. Publicly traded companies often take advantage of bull markets by raising money by selling new securities such as equity, convertible notes, etc.

Coinbase said it may use proceeds from its transaction to repay debt, pay for potential capped call transactions and possibly to acquire other companies.

Coinbase's $1 billion offering comes after some Wall Street analysts ditched their bearish stance on the stock. Raymond James and Goldman Sachs (GS) are bears that have upgraded the stock, citing the massive rally in the digital asset markets.

Read more: Coinbase Gets Another Upgrade, This Time at Raymond James, as Bears Capitulate

In general the bond market is volatile, and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk and credit and default risks for both issuers and counterparties. Unlike individual bonds, most bond funds do not have a maturity date, so avoiding losses caused by price volatility by holding them until maturity is not possible.

Lower-quality debt securities generally offer higher yields, but also involve greater risk of default or price changes due to potential changes in the credit quality of the issuer. Any fixed income security sold or redeemed prior to maturity may be subject to loss.

Before investing, consider the funds' investment objectives, risks, charges, and expenses. Contact Fidelity for a prospectus or, if available, a summary prospectus containing this information. Read it carefully.