Overview

• The offering consists of two $1 billion tranches due in 2029 and 2032, with a 13-day option for qualified institutional buyers to purchase an additional $150 million each.
• The notes carry semiannual interest and rank as senior unsecured obligations convertible at Coinbase’s discretion into cash, Class A common stock or a mix of both.
• Coinbase will fund capped call transactions aimed at offsetting share dilution if the notes are converted.
• Proceeds will fund working capital, capital expenditures, potential acquisitions, stock repurchases and repayments of outstanding convertible or senior debt.
• The debt sale follows a second-quarter revenue miss of $1.5 billion and coincided with a more than 2 percent dip in pre-market trading.