Coinbase Announces the Upsize and Pricing of $2.0 Billion of Senior Notes for General Corporate Purposes Including Product Development and Potential M&A
September 14 2021 - 8:45PM
Business Wire
Coinbase Global, Inc. (“Coinbase”) (Nasdaq: COIN) today
announced the pricing of $1.0 billion aggregate principal amount of
its 3.375% Senior Notes due 2028 (the “2028 notes”) and $1.0
billion aggregate principal amount of its 3.625% Senior Notes due
2031 (the “2031 notes” and, together with the 2028 notes, the
“notes”) in its previously announced private offering (the
“offering”). The aggregate principal amount of the offering was
increased from the previously announced offering size of $1.5
billion due to market interest. The offering is expected to close
on September 17, 2021, subject to satisfaction of customary closing
conditions.
Interest on the notes will be payable in cash semi-annually in
arrears, beginning on April 1, 2022, at a rate of 3.375% per year,
with respect to the 2028 notes, and at a rate of 3.625% per year,
with respect to the 2031 notes. The 2028 notes will mature on
October 1, 2028, and the 2031 notes will mature on October 1, 2031,
in each case unless earlier repurchased or redeemed. The notes will
be fully and unconditionally guaranteed by Coinbase, Inc., a wholly
owned subsidiary of Coinbase. The notes and the related guarantee
will be Coinbase and the guarantor’s general unsecured senior
obligations.
This capital raise bolsters Coinbase’s already strong balance
sheet with low-cost capital. Coinbase intends to use the net
proceeds from the offering for general corporate purposes, which
may include continued investments in its product development, as
well as potential investments in or acquisitions of other
companies, products, or technologies that Coinbase may identify in
the future.
The notes and the related guarantee were only offered and sold
by means of a private offering memorandum 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”), and outside the United States to non-U.S.
persons pursuant to Regulation S under the Securities Act. Neither
the notes nor the related guarantee have been, or will be,
registered under the Securities Act or the securities laws of any
other jurisdiction, and unless so registered, may not be offered or
sold in the United States, except pursuant to an applicable
exemption from such registration requirements.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy the notes or the related guarantee and shall not
constitute an offer, solicitation, or sale in any jurisdiction in
which such offer, solicitation, or sale is unlawful.
About Coinbase
Coinbase is building the cryptoeconomy – a more fair,
accessible, efficient, and transparent financial system enabled by
crypto. Coinbase started in 2012 with the radical idea that anyone,
anywhere, should be able to easily and securely send and receive
Bitcoin. Today, Coinbase offers a trusted and easy-to-use platform
for accessing the broader cryptoeconomy.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains “forward-looking statements”
including, among other things, statements relating to the
completion of the offering and the expected use of proceeds from
the offering. Statements containing words such as “could,”
“believe,” “expect,” “intend,” “will,” or similar expressions
constitute forward-looking statements. These forward-looking
statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These statements
involve risks and uncertainties that could cause actual results to
differ materially, including, but not limited to, whether or not
Coinbase will consummate the offering, market conditions affecting
the offering, the anticipated use of the net proceeds of the
offering, which could change as a result of market conditions or
for other reasons, and the impact of general economic, industry or
political conditions in the United States or internationally,
including the impacts of the COVID-19 pandemic. The foregoing list
of risks and uncertainties is illustrative, but is not exhaustive.
For information about other potential factors that could affect
Coinbase’s business and financial results, please review the “Risk
Factors” described in Coinbase’s Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2021, filed with the Securities
and Exchange Commission (the “SEC”) and in Coinbase’s other filings
with the SEC. Except as may be required by law, Coinbase undertakes
no obligation, and does not intend, to update these forward-looking
statements after the date of this release.
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version on businesswire.com: https://www.businesswire.com/news/home/20210914006219/en/
Press: press@coinbase.com Investors: investor@coinbase.com
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