Coinbase Global’s $1.25 Billion Notes Offering

Fenwick & West LLP advised Coinbase Global on the deal.

Coinbase Global, Inc. (Nasdaq: COIN), a leading provider of end-to-end financial infrastructure and technology for the cryptoeconomy, announced its offering and sale of $1.25 billion aggregate principal amount of 0.50% convertible senior notes due 2026 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Coinbase also granted the initial purchasers of the notes a 30-day option to purchase up to an additional $187.5 million principal amount of notes, solely to cover over-allotments.

The net proceeds from the offering are approximately $1.22 billion (or, if the initial purchasers exercise their option to purchase additional notes in full, will be approximately $1.40 billion), after deducting the initial purchasers’ discount and commissions and estimated offering expenses payable by Coinbase. The offering and sale closed on May 21, 2021. Fenwick also assisted Coinbase with its entry into capped call transactions to manage against potential dilution from the new notes, using $78.4 million of the net proceeds.

The Fenwick transaction team included corporate partners Michael Brown (Picture), Ran Ben-Tzur and David Michaels and associates Jennifer Hitchcock, Joshua Damm, Annie Omata, Sloka Tankala and Atrina Mehdipour, and tax partners William Skinner and Larissa Neumann.

Involved fees earner: Ran Ben-Tzur – Fenwick & West LLP; Michael Brown – Fenwick & West LLP; Joshua Damm – Fenwick & West LLP; Jennifer Hitchcock – Fenwick & West LLP; Atrina Mehdipour – Fenwick & West LLP; David Michaels – Fenwick & West LLP; Larissa Neumann – Fenwick & West LLP; Annie Omata – Fenwick & West LLP; William Skinner – Fenwick & West LLP; Sloka Tankala – Fenwick & West LLP;

Law Firms: Fenwick & West LLP;

Clients: Coinbase Inc.;

Author: Martina Bellini