May 18, 2021
$1.25bn + 15% greenshoe
Offering Type: 144A
Execution Structure: 1-Day Marketed
Maturity: 5 Years
Structure: Provisionally Callable in 3 Years with Make-Whole
Coupon: 0.50%
Premium: 55.0%
Effective Premium: 100% with Capped Call
Matthews South Role: Financial Advisor
Active Bookrunners: Goldman Sachs / JPMorgan
Execution Structure: 1-Day Marketed
Maturity: 5 Years
Structure: Provisionally Callable in 3 Years with Make-Whole
Coupon: 0.50%
Premium: 55.0%
Effective Premium: 100% with Capped Call
Matthews South Role: Financial Advisor
Active Bookrunners: Goldman Sachs / JPMorgan
$1.25 Billion Convertible + Capped Call
Efficient Execution Amid a Volatile Market
- Matthews South advised Coinbase on their capital structure and inaugural convertible offering about a month after the company went public via a direct listing
- The company raised $1.25bn efficiently despite a volatile backdrop for cryptocurrencies
Call Spread Bid Process to Optimize Terms
- Matthews South ran a call spread auction which achieved efficient pricing terms, resulting in dilution protection up to 2x the stock price at issue
- Company achieved effective pre-tax yield of ~2% (after accounting for call spread cost)
Day of Marketing
- Matthews South helped to ensure that the security was priced optimally
- Coinbase achieved:
- Attractive economics on a first-ever convertible that allowed investors direct exposure to a cryptocurrency focused company
- Less dilutive funding soon after a direct listing, resulting in a capital structure that allows Coinbase to incur less dilution than typically experienced by large cap tech companies
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