Coinbase Announces Pricing of Offering of $1.25 Billion of 0.50% Convertible Senior Notes Due 2026

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[{"type":"text","content":" Remote-First-Company/CHICAGO--(BUSINESS WIRE)--\nCoinbase Global, Inc. (“Coinbase”) (Nasdaq: COIN) today announced the pricing of $1.25 billion aggregate principal amount of Convertible Senior Notes due 2026 (the “notes”) in a private offering (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). 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 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 $1.22 billion (or approximately $1.40 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.\n\nThe notes will be senior, unsecured obligations of Coinbase. The notes will accrue interest of 0.50% per year payable semi-annually in arrears. The notes will mature on June 1, 2026, unless earlier repurchased, redeemed or converted. Coinbase may not redeem the notes prior to June 5, 2024. Coinbase may redeem all or any portion of the notes, at its option, on or after June 5, 2024 and on or before the 20th scheduled trading day immediately before the maturity date, if the last reported sale price of Coinbase’s Class A common stock exceeds 130% of the conversion price then in effect on (1) each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately before the date Coinbase sends the related redemption notice; and (2) the trading day immediately before the date Coinbase sends such notice, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes, which means that Coinbase is not required to redeem or retire the notes periodically. Subject to a limited exception, holders of the notes will have the right to require Coinbase to repurchase for cash...

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