Coinbase Global, Inc. (“Coinbase”) (Nasdaq: COIN) today announced its intention to offer, subject to market conditions and other factors, $1.5 billion aggregate principal amount of its Senior Notes due 2028 and 2031 (the “notes”) in a private offering (the “offering”). The notes will be fully and unconditionally guaranteed by Coinbase, Inc., a wholly owned subsidiary of Coinbase. The interest rate, redemption provisions, and other terms of each series of notes will be determined by negotiations between Coinbase and the initial purchasers.
This capital raise represents an opportunity to bolster our 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 product development, as well as potential investments in or acquisitions of other companies, products, or technologies that Coinbase may identify in the future. The closing of the offering is subject to market and other conditions.
The notes and the related guarantee will only be 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.
