Fenwick Represents Coinbase in Upsized $2.6 Billion Offering of Convertible Notes

Fenwick represented Coinbase Global, Inc. (Nasdaq: COIN) in its upsized offering of $1.3 billion aggregate principal amount of 0% convertible senior notes due 2029 and $1.3 billion aggregate principal amount of 0% convertible senior notes due 2032 in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended. Coinbase also granted the initial purchasers of the notes options to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $200.0 million principal amount of the 2029 notes and $200.0 million principal amount of the 2032 notes. The aggregate principal amount of the offering was increased from the previously announced offering size of $2.0 billion.

The net proceeds from the offering will be approximately $2.56 billion (or, if the purchasers exercise their options to purchase additional notes in full, will be approximately $2.96 billion), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by Coinbase. The offering and sale are expected to close on August 8, 2025. More information can be obtained here.

The Fenwick transaction team includes corporate partners Ran Ben-Tzur, David Michaels, Jen Hitchcock and Aman Singh and associates Arielle Trapp, Lexi Smith, Elsie Cheang, Sam Lim, Susan Lee and Jonathan Archer.