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Coinbase Announces The Upsize And Pricing Of $2.0 Billion Of Senior Notes For General Corporate Purposes Including Product Development And Potential M&A

Date 15/09/2021

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.