> ## Content Index > Fetch the complete content index at: https://www.fintechobserver.com/llms.txt > Use this file to discover other available public pages before exploring further. # Metaplanet Issues JPY 52bn Zero-Coupon Convertible Bonds to De-Risk Bitcoin Collateral and Fund Massive Buyback - URL: https://www.fintechobserver.com/untitled-3/ - Published: 2026-10-20T06:26:12.000Z - Updated: 2026-10-20T06:26:44.000Z - Author: Norbert Gehrke - Tags: digital assets, capital markets, bitcoin, digital asset treasury On October 13–14, 2026, Metaplanet announced a comprehensive capital restructuring designed to optimize its balance sheet, de-risk its treasury exposure, and improve equity value per share. By simultaneously tapping international debt capital markets through an overseas convertible bond offering and launching a multi-billion-yen share repurchase program, the company is executing a coordinated dual-track financial strategy. This integrated transaction architecture allows Metaplanet to restructure liabilities accumulated from its primary reserve strategy while actively mitigating potential equity dilution and supporting market demand for its common stock. At the core of this capital package is the issuance of ¥52.0 billion in aggregate principal amount of Zero Coupon Euro-Yen Denominated Convertible Bonds due 2031\. While offered at an issue price of 100.0%, the bonds feature an offer price of 102.5%, yielding net proceeds of approximately ¥51.9 billion. Concurrently, Metaplanet’s Board of Directors authorized a new share repurchase framework authorizing up to ¥60.0 billion in buybacks, with an initial off-auction transaction deployed immediately following the debt pricing. ![](https://storage.ghost.io/c/46/cb/46cbd57f-e0e8-41a4-a1e2-710103a4267b/content/images/2026/10/Screenshot-2026-10-20-at-15.13.18.png) From a capital markets perspective, replacing secured, interest-bearing borrowings with unsecured zero-coupon convertible notes fundamentally alters Metaplanet's corporate risk profile without producing an immediate net reduction in aggregate liabilities. Because convertible notes are classified as debt liabilities upon issuance, total balance sheet leverage initially expands. However, replacing short-term secured credit facility draws—which require ongoing cash interest payments and direct collateral pledges—with long-term zero-interest unsecured obligations removes cash interest drag and un-encumbers a significant portion of the company's asset reserves. This liability substitution directly addresses the structural financial volatility associated with the company's corporate treasury model. ## Sign up for Japan FinTech Observer Cutting through the noise of Japanese Finance & FinTech Subscribe Email sent! Check your inbox to complete your signup. No spam. Unsubscribe anytime. ## 1\. Deleveraging the "Bitcoin Treasury": Debt Structure & Collateral Management Metaplanet operates as a dedicated "Bitcoin treasury company," utilizing Bitcoin as its principal treasury reserve asset. In volatile asset environments, maintaining disciplined debt caps and liability structures is essential to prevent liquidity squeezes, meet credit terms, and avoid forced reserve liquidations during broader market pullbacks. As of late September 2026, Metaplanet's credit exposure and reserve asset base were characterized by the following parameters: - **Total Treasury Holdings:** 44,000 BTC held as primary reserve assets as of September 30, 2026. - **Credit Facility Limit:** US$800 million maximum aggregate capacity under a dedicated Bitcoin-collateralized Credit Facility agreement. - **Outstanding Borrowings:** Approximately US$649.5 million drawn under the Credit Facility as of September 30, 2026. - **Borrowing-to-BTC NAV Ratio:** Approximately 17.7% as of September 30, 2026. - **Internal Leverage Guideline:** Policy target cap of keeping outstanding credit facility borrowings below 10% of Bitcoin Net Asset Value ("BTC NAV"). Metaplanet's formal Capital Allocation Policy positions the Bitcoin-collateralized Credit Facility strictly as a temporary funding mechanism, capping target borrowings at 10% of total BTC NAV. However, as of September 30, 2026, actual borrowings reached 17.7% of BTC NAV, breaching internal risk guidelines. In periods of downward Bitcoin price volatility, this leverage metric mechanically expands as the underlying collateral value declines, intensifying collateral encumbrance and increasing refinancing risks. To correct this balance sheet imbalance, Metaplanet will apply approximately ¥23.6 billion of the convertible bond net proceeds in November 2026 toward partial repayment of the Credit Facility. This direct cash allocation reduces the borrowing-to-BTC NAV ratio back toward the 10% target, un-encumbers substantial volumes of pledged Bitcoin collateral, eliminates ongoing cash interest payments, and protects the balance sheet against margin pressures during crypto market downturns. ### Capital Rebalancing Breakdown - **Proceeds Realized:** \~¥51.9 billion in net proceeds generated from ¥52.0 billion aggregate CB principal. - **Deleveraging Allocation:** \~¥23.6 billion deployed in November 2026 to pay down US$649.5 million outstanding credit facility debt. - **Collateral & Liquidity Impact:** Lowers borrowing ratio toward <10% BTC NAV target, restores unused Credit Facility capacity, and eliminates recurring cash interest expense. By de-risking its bank debt and freeing up pledged assets, management created the balance sheet capacity necessary to negotiate favorable, non-dilutive terms on its convertible debt instrument. ## 2\. Conversion Economics, Pricing Terms, and Shareholder Safeguards Structuring a convertible bond offering requires balancing zero-cost debt capital against the long-term cost of equity dilution. Metaplanet aligned its conversion terms with internal equity valuation benchmarks to ensure that any prospective share issuance occurs only at an enterprise premium. On October 14, 2026, the final transaction terms were determined based on market trading from the preceding business day: - **TSE Reference Closing Price (October 13, 2026):** ¥261 - **Fixed Conversion Price:** ¥339 - **Effective Conversion Premium:** 29.89% above the reference closing price Setting the conversion price at ¥339—a 29.89% premium—aligns with Metaplanet’s Capital Allocation Policy rule, which mandates that equity or equity-linked instruments should generally be issued only when the company’s enterprise value trades at a multiple to its Bitcoin Net Asset Value (mNAV) exceeding 1.0x. Setting the conversion threshold at a level reflecting an mNAV above 1.0x (based on BTC NAV at resolution) ensures that potential stock creation occurs when the market values the company above its underlying asset base. While the actual mNAV at conversion will depend on spot Bitcoin prices, this terms design secures 0.0% interest financing over a 5-year tenor while protecting current equity holders from low-valuation dilution. ### Structural Optionality, Lock-up Covenants, and Hedging Mechanics - **Investor Put Options & Issuer Call Mechanics:** - *Investor Early Redemption Put:* Bondholders retain an option to demand early redemption on the 3rd anniversary of the issue date (October 2029) at 100% of principal. - *Issuer Soft Call Option:* Metaplanet retains the right to call the bonds at 100% of principal after 3 years if the daily share price trades at or above 160% of the conversion price over a specified reference period. - *Special Redemption Provisions:* Standard early redemption rights apply for clean-up calls (when outstanding principal falls below 10%), corporate reorganizations, delisting events, squeeze-outs, or tax events. - **Lock-up Commitments:** - A 45-day post-underwriting lock-up covenant binds both Metaplanet Inc. and CEO Simon Gerovich, restricting unauthorized primary equity issuances or secondary share sales. - **Non-Dilutive Stock Lending Structure:** - To enable market hedging for convertible bond subscribers without expanding share capital, CEO Simon Gerovich agreed to lend up to 55,000,000 existing ordinary shares held via his wholly-owned entity, Gerovich Family Holdings Limited. - *Two-Step Execution:* Mr. Gerovich lends shares to Gerovich Family Holdings Limited, which in turn lends up to 55,000,000 shares to the Lead Manager (or its affiliate) at a stock lending fee of 0.75% per annum. - *Equity Neutrality:* This mechanism utilizes existing issued shares, creates zero new equity, and results in no change to total outstanding share counts. Borrowed shares will be returned to the holding company and Mr. Gerovich at the end of the lending term. To absorb potential selling pressure resulting from short-hedging activities by convertible bond investors, Metaplanet implemented a concurrent equity repurchase program. ## 3\. Capital Reallocation: The ¥60 Billion Share Repurchase Program & ToSTNeT-3 Execution An active share repurchase framework functions as a strategic counterweight to potential equity dilution from convertible debt, absorbing market float, supporting liquidity, and increasing underlying reserve assets per share. On October 13, 2026, Metaplanet’s Board of Directors formally terminated its previous repurchase program (established October 28, 2025, under which 0 shares were repurchased for ¥0 between October 1 and October 13, 2026) and authorized a new ¥60.0 billion Share Repurchase Program. ### Share Repurchase Framework Restructure - **Terminated October 2025 Program:** Authorized up to ¥75.0 billion / 150 million shares. Execution between Oct 1 and Oct 13, 2026, yielded 0 shares repurchased for ¥0\. Formally canceled October 13, 2026. - **New October 2026 Program:** Authorizes up to ¥60.0 billion / 200 million shares. Effective from October 14, 2026, through October 13, 2027. The new framework authorizes the buyback of up to 200,000,000 ordinary shares—representing 14.7% of total issued ordinary shares (calculated against 1,364,255,696 issued ordinary shares excluding 26,928 treasury shares held as of September 30, 2026). To absorb immediate equity hedging demand following the CB pricing, Metaplanet executed an off-auction buyback via the Tokyo Stock Exchange's ToSTNeT-3 system on the morning of October 14, 2026. ![](https://storage.ghost.io/c/46/cb/46cbd57f-e0e8-41a4-a1e2-710103a4267b/content/images/2026/10/Screenshot-2026-10-20-at-15.23.52.png) ### Capital Reallocation Cascade The dual debt-equity structure establishes a clear cascade for allocating bond net proceeds: 1. **Debt Repayment Allocation:** \~¥23.6 billion is earmarked for Credit Facility reduction in November 2026. 2. **Initial Off-Auction Execution:** Of the up to \~¥28.3 billion in net proceeds designated for buybacks, \~¥25.3 billion was targeted for ToSTNeT-3 repurchases. Actual market sell orders resulted in an initial execution of ¥19.31 billion (73,981,400 shares). 3. **Residual Capital Redeployment:** The remaining \~¥5.99 billion ToSTNeT-3 shortfall, combined with the unallocated \~¥3.0 billion CB buyback reserve (totaling approximately \~¥8.99 billion in unapplied CB proceeds), will systematically flow into open-market share repurchases or debt reduction under the broader ¥60.0 billion framework through October 13, 2027. By replacing secured interest-bearing debt with unsecured zero-coupon convertible notes while deploying buyback capital, Metaplanet improves its debt structure, protects its balance sheet against market downturns, and enhances BTC holdings per share across its corporate structure. --- [Metaplanet, JPYC, and Progmat Launch Feasibility Study for 24/7 Blockchain-Based Corporate BondsMetaplanet (TSE: 3350) has announced a strategic four-party collaboration to explore the development of a digital credit market in Japan, utilizing a combination of Bitcoin, stablecoins, and security tokens (STs). The joint feasibility study brings together Metaplanet, its soon-to-be-renamed brokerage unit Metaplanet Securities (formerly Siiibo Securities)![](https://storage.ghost.io/c/46/cb/46cbd57f-e0e8-41a4-a1e2-710103a4267b/content/images/icon/Newsletter-Small-31b06704-c6ea-4372-bcd2-9b15d4e2464d.png)Japan FinTech ObserverNorbert Gehrke![](https://storage.ghost.io/c/46/cb/46cbd57f-e0e8-41a4-a1e2-710103a4267b/content/images/thumbnail/Metaplanet-JPYC-2-f2bb5fa4-9062-453a-ad98-eaa434f41766.png)](https://www.fintechobserver.com/metaplanet-jpyc-and-progmat-launch-feasibility-study-for-24-7-blockchain-based-corporate-bonds/)