Fenwick Represents Coinbase in Upsized $1.1 Billion Offering of 0.25% Convertible Notes Due 2030

Fenwick represented Coinbase Global, Inc. (Nasdaq: COIN), a leading provider of end-to-end financial infrastructure and technology for the cryptoeconomy, in its upsized offering of $1.1 billion aggregate principal amount of 0.25% convertible senior notes due 2030 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 $165.0 million principal amount of notes, solely to cover over-allotments. The aggregate principal amount of the offering was increased from $1.0 billion due to market interest.

The net proceeds from the offering will be approximately $1.08 billion (or, if the initial purchasers exercise their option to purchase additional notes in full, will be approximately $1.24 billion), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by Coinbase. Coinbase intends to use the net proceeds from the offering to repay at maturity, or repurchase or redeem prior to maturity, from time to time and subject to market conditions, outstanding notes, for other general corporate purposes, and to pay the cost of capped call transactions. The offering and sale are expected to close on March 18, 2024. More information can be obtained from Coinbase’s announcement.

The Fenwick transaction team includes corporate partners Ran Ben-Tzur, David Michaels, Jen Hitchcock, Aman Singh and associates Joshua Damm, Beth Clarke, Christian Choi, Frances Fuqua, Susan Lee and Olga Baranoff, and tax partner William Skinner.