Metaplanet Plans ¥52B Convertible Bond to Repay Bitcoin-Backed Loans

Metaplanet wants to pay down its Bitcoin-backed loans without letting go of a single coin. The Tokyo-listed Bitcoin treasury company plans to issue 52 billion yen in zero-coupon euro-yen convertible bonds due in 2031. It will use the money to repay those loans and buy back its own shares.

The company holds 44,000 BTC, and the stated aim is to rely less on loans secured against that Bitcoin without selling any of it.

Where the ¥52 Billion Goes

The plan splits the money two ways:

• About ¥23.6 billion of net proceeds repays Bitcoin-collateralized loans.
• Up to ¥28.3 billion funds share buybacks.

Those buybacks sit inside a new repurchase program of up to ¥60 billion. That is a larger total than this bond alone covers.

Dollar figures for the deal vary between reports, from about $329 million to about $340 million, depending on the exchange rate used. The yen amounts are the firm numbers.

How a Zero-Coupon Convertible Works Here

A zero-coupon bond pays no regular interest. The convertible part means bondholders can later swap their bonds for Metaplanet shares instead of waiting for their money back. Investors accept no coupon because they get that option on the stock.

For Metaplanet, the design moves pressure away from its Bitcoin. A loan backed by BTC is tied to the coin's price. Repaying part of it with bond money means fewer coins are tied to that kind of borrowing.

The tradeoff shows up in two places.

First, the debt doesn't simply shrink. On face value, Metaplanet takes on ¥52 billion of new bonds and retires about ¥23.6 billion of loans. Most of the difference goes to buying back shares, not to paying down debt. Total borrowing goes up before it comes down. It changes shape rather than disappearing.

Second, conversion means new shares. If holders convert, existing shareholders own a smaller slice of the company. The buybacks pull in the other direction, taking shares off the market now against shares that could appear later.

The Dilution Math Isn't Possible Yet

How many new shares the bonds could create depends on the conversion price. That price has not been set, so the maximum dilution can't be worked out today.

Other reported terms, including the exact issue date, the conversion window, call and repayment options and the offering price, could not be checked against Metaplanet's own filing. They are left out here until they can be.

Until the conversion price is fixed, shareholders know what the buybacks take off the market but not how many shares the bonds could eventually add back. That number decides whether this trade favors them.