Overview

• The private placement comprises two $1 billion tranches maturing in 2029 and 2032, with initial purchasers able to acquire up to an additional $150 million of each series within 13 days.
• The senior unsecured notes will pay interest semi-annually and convert into cash, Class A common stock, or a combination at Coinbase’s discretion once pricing terms are set.
• Coinbase has structured capped-call transactions alongside the notes to cap share dilution upon conversion and will use part of the proceeds to fund these hedges.
• Net proceeds will support general corporate purposes including working capital, capital expenditures, acquisitions, stock repurchases, and debt refinancing.
• Shares of COIN fell over 2 percent in premarket trading as investors awaited the announcement of interest rates and conversion terms.