Metaplanet Sells Zero-Coupon Converts to Shrink Its Bitcoin-Backed Loan

Metaplanet, the Tokyo-listed bitcoin treasury company (TSE 3350), is selling ¥52 billion of zero-coupon Euro-yen convertible bonds to pay down borrowing secured by its bitcoin and to buy back its own shares, according to filings posted to TDnet at 18:00 JST on Oct. 13, which was 5:00 a.m. ET (sources 1 to 3).

The reason is leverage. Metaplanet's own guideline keeps borrowing under its bitcoin-collateralized credit facility below 10% of the net asset value of the bitcoin it holds, which it calls BTC NAV. That ratio stood at about 17.7% on Sept. 30, above the guideline, and the company notes it rises further if the bitcoin price falls (source 1). The 17.7% figure is the company's, stated in the filing.

What the money is for

The filing puts net proceeds at about ¥51.9 billion. About ¥23.6 billion goes to repaying borrowings in November 2026, and up to about ¥28.3 billion goes to share repurchases between October and December 2026 (source 1). Any unspent buyback money will go to further market purchases or to repaying debt (source 1).

The debt being repaid is under a bitcoin-collateralized credit facility capped at $800 million, with about $650 million drawn as of Sept. 30 (source 1; the English translation gives $649.5 million, source 5). The Japanese text adds that the repayment includes borrowing used to buy the brokerage now called Metaplanet Securities (source 1).

Metaplanet says the deal is not meant to cut total debt. The bonds are unsecured liabilities, so total liabilities rise on issue (source 1). The point, it says, is to swap part of an interest-bearing, bitcoin-secured loan for unsecured five-year money with no cash interest, reducing the bitcoin tied up as collateral and lowering the risk of unintended bitcoin sales in a falling market (source 1).

How far the repayment goes

The filing says the repayment moves the ratio toward the 10% guideline. It does not say the ratio will fall below 10%, and it gives no post-deal ratio (source 1).

In Le Coin's arithmetic, using the filing's own figures, about $650 million at 17.7% implies a BTC NAV of about $3.67 billion on Sept. 30. Getting under 10% at that NAV would take outstanding borrowing below about $367 million, a repayment of roughly $282 million. By the same arithmetic, the ¥23.6 billion earmarked would cover that only at an exchange rate near ¥84 to the dollar. In Le Coin's view, the repayment narrows the gap but does not by itself close it at Sept. 30 prices; reaching the guideline would need more repayment, a higher bitcoin price, or the unspent buyback money the filing says could go to debt.

The buyback

Metaplanet ended a 2025 repurchase program under which it had bought no shares, and set a new one: up to 200,000,000 shares, or 14.7% of shares outstanding excluding treasury stock at Sept. 30, for up to ¥60 billion, from Oct. 14, 2026 to Oct. 13, 2027 (source 2). Shares outstanding excluding treasury stock were 1,364,255,696 on Sept. 30 (source 2).

The first leg was an off-auction ToSTNeT-3 purchase at 8:45 a.m. JST on Oct. 14, which was 7:45 p.m. ET on Oct. 13. Metaplanet bought 73,981,400 shares at ¥261, for ¥19,309,145,400, against the 96,934,800 shares it had offered to buy (sources 3, 7). The company says the buyback is meant to ease short-term selling pressure tied to the bond issue (source 1). CEO Simon Gerovich will lend up to 55,000,000 of his shares to his asset-management company, Gerovich Family Holdings Limited, which will lend them on to the manager or its affiliate at 0.75% a year of their market value. The company says the main use is to supply shares to bond buyers for hedging sales (sources 1, 8).

The bond terms

Metaplanet set the conversion price at ¥339, a 29.89% premium to the Oct. 13 close of ¥261 (source 6). The company had said it would price at a level where mNAV, its enterprise value over BTC NAV, would exceed 1.0 times (source 1). If every bond converts at that price, the new shares would equal 11.24% of shares outstanding, excluding treasury stock, at Sept. 30 (source 6). On Oct. 14 the company also corrected the earliest date for its 160% call to Nov. 12, 2029, from Oct. 29, 2029 (source 8).

U.S. investors are shut out. The bonds will not be registered under the Securities Act of 1933 and will not be offered or sold in the United States (source 1). The bonds are due to be issued on Oct. 29, London time (source 1).

None of the proceeds buys bitcoin, the company says, so the deal does not raise BTC per share right away (source 1). Metaplanet held 44,000 BTC at the end of September (source 1).

Sources

1. Metaplanet Inc., convertible bond notice (Japanese original), TDnet, Oct. 13, 2026, 18:00 JST (5:00 a.m. ET), accessed 5:14 p.m. ET.
2. Metaplanet Inc., share repurchase program notice (Japanese original), TDnet, Oct. 13, 2026, 18:00 JST, accessed 5:14 p.m. ET.
3. Metaplanet Inc., ToSTNeT-3 repurchase notice (Japanese original), TDnet, Oct. 13, 2026, 18:00 JST, accessed 5:14 p.m. ET.
4. Metaplanet Inc., supplementary materials (Japanese), TDnet, Oct. 13, 2026, 18:05 JST, accessed 5:14 p.m. ET.
5. Metaplanet Inc., abridged English translation of the convertible bond notice, accessed 5:14 p.m. ET.
6. Metaplanet Inc., notice on determination of the bond terms (Japanese original), TDnet, Oct. 14, 2026, accessed 5:18 p.m. ET.
7. Metaplanet Inc., ToSTNeT-3 purchase result notice (Japanese original), TDnet, Oct. 14, 2026, accessed 5:18 p.m. ET.
8. Metaplanet Inc., correction to the convertible bond notice (Japanese original), TDnet, Oct. 14, 2026, accessed 5:18 p.m. ET.

Holding the Corner.

Not financial advice.