Latham & Watkins Advises on Coinbase’s Upsized US$3 Billion Convertible Senior Notes Offering
Coinbase Global, Inc. (Coinbase) (Nasdaq: COIN) announced the pricing of US$1.3 billion aggregate principal amount of 0% convertible senior notes due 2029 and US$1.3 billion aggregate principal amount of 0% convertible senior notes due 2032 in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933. The aggregate principal amount of the offering was increased from the previously announced offering size of US$2.0 billion. The initial purchasers of the notes exercised in full their option to purchase up to an additional US$200.0 million principal amount of the 2029 notes and US$200.0 million principal amount of the 2032 notes. The sale of the notes to the initial purchasers is expected to settle on August 8, 2025, subject to customary closing conditions.
Latham & Watkins LLP represents the initial purchasers in the offering with a Capital Markets team led by partners Greg Rodgers, Marc Jaffe, Brittany Ruiz, and Benjamin Cohen, with associates Karysa Norris, Brice Stewart, and Dylan Shamoon. Advice was also provided on convertible debt matters by associates Ryan Gold and Yulong Li; on derivatives matters by partner Reza Mojtabaee-Zamani and counsel Christopher Yu, with associates Daniel Weiss and Adam Zhang; on US financial regulatory matters by partner Jenny Cieplak; on compliance matters by partner Barrie VanBrackle, with associate Christopher Rydberg; on trusts regulatory matters by partner Arthur Long and counsel Pia Naib; on CFTC matters by associates Naffie Lamin and Mia Stefanou; on litigation matters by partner Iris Xie; on ex-US financial regulatory matters by associates Brett Carr and Maria Georgiou; on data privacy and cybersecurity matters by partners Jennifer Archie and Fiona Maclean and counsel Danielle van der Merwe, with associates Stuart Cobb, Liz Longster, and Kate Burrell; on compensation and benefits matters by partner Bradd Williamson, with associate Anne Bracaglia; and on tax matters by partner Elena Romanova, with associate Grace Jang.