Metaplanet’s ¥52 billion convertible-bond issue is framed by a number that sits awkwardly with its Bitcoin accumulation narrative: approximately US$649.5 million was outstanding under its Bitcoin-collateralized credit facility at September 30, equal to about 17.7% of Bitcoin net asset value. That was above the company’s stated guideline of keeping borrowings under the facility below 10% of BTC NAV.
The company now plans to use roughly ¥23.6 billion of the bond proceeds to repay that facility. That makes the transaction principally a balance-sheet adjustment, not a new round of Bitcoin buying. Of approximately ¥51.9 billion in net proceeds, the remainder—up to ¥28.3 billion—is earmarked for share repurchases, while none is allocated to new BTC purchases, according to Metaplanet’s issuance notice.
That distinction matters because zero-coupon convertibles can look like unusually cheap capital when viewed only through the absence of interest payments. Here, the more immediate effect is to remove some dependence on Bitcoin-backed borrowing and replace it with unsecured financing whose costs may instead emerge through equity dilution or a later cash refinancing.
The move away from Bitcoin-collateralized debt
Metaplanet plans to issue ¥52.0 billion of five-year, zero-coupon Euro-Yen convertible bonds with stock acquisition rights. The bonds are due to close on October 29, 2026, and will be issued and redeemed at 100% of principal. In conventional cash terms, there is neither an issue discount nor a redemption premium built into the stated terms.
Its use of proceeds is unusually revealing. Rather than apply the financing to the asset that has become central to the company’s market identity, Metaplanet is directing about 45% of net proceeds to repayment of the Bitcoin-collateralized facility. The company’s September borrowing balance was also close to the US$800 million total size of that facility. Repaying part of it does not eliminate the facility exposure, but it addresses a level of borrowing that management itself had described as outside its stated BTC-NAV guideline.
Collateral changes the character of a financing decision. A Bitcoin-backed facility ties debt capacity directly to the value and availability of the pledged asset. The proposed bonds, by contrast, are unsecured. Metaplanet is therefore exchanging a form of funding linked to its Bitcoin balance sheet for an instrument tied more directly to the eventual performance of its shares.
There is no disclosed claim that the transaction lowers borrowings to the company’s 10% guideline, and the materials do not provide a post-transaction BTC-NAV ratio. The defensible reading is narrower: the issue reduces a particular secured liability and reshapes the company’s exposure, rather than proving that leverage has returned to management’s preferred range.
Zero coupon does not mean debt reduction
“Zero coupon” should not be read as immediate deleveraging. Metaplanet says in its October 13 issuance notice that total liabilities will increase at issuance and that the transaction is not intended to reduce total debt immediately. It substitutes new unsecured, interest-free bonds for part of the secured Bitcoin-collateralized facility. The five-year bonds are issued at par, redeemed at par and carry no periodic coupon payments, avoiding recurring cash-interest payments on the new tranche.
The trade is between Bitcoin-collateralized debt and a longer-dated unsecured claim that may become equity. The attached right to acquire stock can dilute existing shareholders if conversion occurs; if it does not, principal remains payable under the instrument’s terms. That leaves Metaplanet’s capital structure more dependent on its share price without eliminating the liability.
Buybacks turn refinancing into a per-share bet
The allocation of up to ¥28.3 billion to share repurchases is what prevents this from being a straightforward refinancing. A buyback can reduce the share count, potentially concentrating ownership for continuing shareholders. Yet it also means a substantial share of the new funding is not being used to acquire Bitcoin, repay the secured facility or build cash reserves.
Metaplanet’s own transaction materials caution that the financing is not intended to increase BTC per share immediately. That caution is important because the company’s Bitcoin holdings have expanded rapidly: 44,000 BTC at the end of September 2026, from 35,102 BTC at the end of December 2025 and 30,823 BTC a year earlier, according to its Bitcoin Strategy Tracker.
The new issue does not directly extend that holdings trajectory. Instead, management is combining partial debt repayment with an equity-capital decision. The buyback may be read as an effort to support per-share outcomes while the company pauses using incremental capital for BTC accumulation. Whether that proves favourable depends on factors the announcement cannot settle: the shares bought back, any future conversion of the bonds, and the company’s funding position when the securities reach their key decision points.
There is a further tension. Buybacks can offset some dilution only if shares are repurchased and retired on terms that ultimately compare well with the conversion economics. The company has stated the uses of proceeds, not an outcome. Investors evaluating the package therefore have to consider the repurchase programme and potential conversion together, rather than treating the former as automatically neutralising the latter.
The conversion premium sets the cost of cheaper financing
Metaplanet subsequently set the conversion price at ¥339 per share, a 29.89% premium to its ¥261 closing price on October 13. The premium gives existing shareholders a measure of near-term protection: based on that pricing-date comparison, the shares would need to rise materially before conversion is economically compelling.
It is also the price of the zero-coupon structure. Investors are accepting no periodic coupon in exchange for potential participation in equity upside at a fixed conversion price. If the stock performs strongly enough, the company may avoid a pure cash repayment outcome, but shareholders would bear dilution. If the shares remain below that level, conversion is less likely to be attractive and the debt component becomes more prominent.
The ¥339 figure should not be treated as a forecast or a ceiling. It is a contractual conversion reference, established in the October 14 pricing notice. Its practical significance is that Metaplanet has deferred the equity cost of financing rather than avoided it.
The three-year put keeps market access in the equation
The five-year bonds include a three-year investor put and a company call beginning after three years if Metaplanet’s share price reaches at least 160% of the conversion price. The put gives investors an earlier exit, whereas the call requires the substantially higher share-price threshold. At the ¥339 conversion price, the call is governed by the 160% test, with the company’s transaction materials—not the announcement—setting out the detailed operation of the rights.
The arrangement is therefore not permanently cheap capital: it shifts rather than eliminates risk. Metaplanet has reduced reliance on Bitcoin-collateralized borrowing and avoided coupon payments on the replacement bonds, but the refinancing outcome depends more heavily on equity-market performance, future funding conditions and market access. The supplementary transaction materials make that three-year test explicit.
Disclaimer: This article is provided for informational purposes only. It is not offered or intended to be used as legal, tax, investment, financial, or other advice.
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