Coinbase Announces Cash Tender Offer for $150 Million of 3.625% Senior Notes Due 2031

Coinbase Global, Inc. has announced the commencement of a cash tender offer for up to $150.0 million of its outstanding 3.625% Senior Notes due 2031. The announcement was made on August 7, 2023, and the details were provided in a press release distributed by Blockchain.News.

Coinbase, a leading platform in the cryptoeconomy, is building a more fair, accessible, efficient, and transparent financial system enabled by crypto. The company started in 2012 with the radical idea that anyone, anywhere, should be able to easily and securely send and receive Bitcoin. Coinbase offers a trusted and easy-to-use platform for accessing the broader cryptoeconomy.

The Tender Offer will expire at 11:59 p.m., New York City time, on September 1, 2023, and may be extended at the company’s discretion. Holders of the Notes who validly tender and do not withdraw their Notes by 5:00 p.m., New York City time, on August 18, 2023, will be eligible to receive $645.00 per $1,000 principal amount of Notes.

This amount includes the Tender Consideration of $615.00 plus an Early Tender Premium of $30.00 per $1,000 principal amount of Notes. Holders who tender their Notes after the Early Tender Time but before the Expiration Time will be eligible to receive the Tender Consideration of $615.00 per $1,000 principal amount of Notes. Tendered Notes may be withdrawn at any time on or prior to the Early Tender Time.

The amount of Notes that may be purchased is subject to a maximum purchase price of $150.0 million, and tendered Notes may be subject to proration if the aggregate purchase price exceeds this amount. The company reserves the right to increase or decrease the Maximum Tender Amount.

Early settlement for Notes tendered at or prior to the Early Tender Time is expected to occur on the second business day following the Early Tender Time, unless terminated. Final settlement for Notes tendered after the Early Tender Time but before the Expiration Time is expected to occur on the second business day following the Expiration Time.

The consummation of the Tender Offer is subject to customary conditions, and the company reserves the right to waive any conditions, delay acceptance, or terminate the Tender Offer at its discretion. Full details of the terms and conditions are included in the company’s offer to purchase, dated August 7, 2023.

Documents related to the Tender Offer can be obtained from Global Bondholder Services Corp., the Tender and Information Agent, at GBSC’s website, or by telephone. Citigroup Global Markets Inc. has been engaged to serve as Dealer Manager for the Tender Offer.

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