Fenwick represented Coinbase Global, Inc. (Nasdaq: COIN), a leading provider of end-to-end financial infrastructure and technology for the cryptoeconomy, in 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. More information can be obtained from Coinbase’s announcement.

The Fenwick transaction team included corporate partners Michael Brown, 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.

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