Latham & Watkins Advises on Coinbase’s Upsized US$1.1 Billion Convertible Senior Notes Offering

Coinbase Global, Inc. (Nasdaq: COIN), an online platform for buying, selling, transferring, and storing cryptocurrency, has announced the pricing of US$1.1 billion aggregate principal amount of Convertible Senior Notes due 2030 in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933. The aggregate principal amount of the offering was increased from the previously announced offering size of US$1 billion. Coinbase also granted the initial purchasers of the notes a 30-day option to purchase up to an additional US$165 million principal amount of notes, solely to cover over-allotments. The sale of the notes to the initial purchasers is expected to settle on March 18, 2024, subject to customary closing conditions, and is expected to result in approximately US$1.08 billion (or approximately US$1.24 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 represents the initial purchasers in the offering with a capital markets team led by partners Marc Jaffe, Greg Rodgers, Benjamin Cohen, Brittany Ruiz, and Andrew Blumenthal, with associates Andrew Bentz, Adam Weber, Karysa Norris, and Dylan Shamoon. Advice was also provided on equity derivatives matters by partner Reza Mojtabaee-Zamani and counsel Christopher Yu, with associate Hera Liao; on financial regulatory matters by partner Stephen Wink, with associates Brett Carr and Cameron Jones; on sanctions matters by associate Christopher Rydberg; on payments matters by partner Parag Patel, with associate Justin Talarczyk; on regulatory trust matters by partner Arthur Long and counsel Pia Naib; on CFTC matters by partner Yvette Valdez, with associate Naffie Lamin; on litigation matters by Chicago partner Jack McNeily; on data privacy and security matters by partners Jennifer Archie and Fiona Maclean, and counsel Danielle van der Merwe,* with associate Liz Longster; on executive compensation and benefits matters by partner Bradd Williamson, with associate Jaye Han; and on tax matters by partners Jiyeon Lee-Lim and Elena Romanova, with associate Jacob Nagelberg. 

*Admitted to practice in Scotland only