Latham & Watkins Advises Initial Purchasers in Coinbase’s US$1.25 Billion Convertible Senior Notes Offering

Coinbase Global, Inc. has announced the pricing of US$1.25 billion aggregate principal amount of Convertible Senior Notes due 2026 in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933. Coinbase also granted the initial purchasers of the notes a 30-day option to purchase up to an additional US$187.5 million principal amount of notes, solely to cover over-allotments. The sale of the notes to the initial purchasers is expected to settle on May 21, 2021, subject to customary closing conditions, and is expected to result in approximately US$1.22 billion (or approximately US$1.4 billion if the initial purchasers exercise their option to purchase additional notes in full) in net proceeds to Coinbase after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by Coinbase.

Latham & Watkins LLP represented the initial purchasers in the offering with a capital markets team led by New York partners Marc Jaffe, Greg Rodgers, and Benjamin Cohen, with associates Brittany Ruiz, Andrew Blumenthal, Ryan Gold, and Adam Weber. Advice on equity derivatives matters was provided by New York partner Reza Mojtabaee-Zamani, with associates Eric Rice and Ariel Robbins-Rothman. Advice was also provided on tax matters by New York partner Elena Romanova, with associate Sam Yang.