Coinbase Global, Inc. (NASDAQ:COIN) today announced its intention to offer $1.0 billion aggregate principal amount of Convertible Senior Notes due 2029 and $1.0 billion aggregate principal amount of Convertible Senior Notes due 2032 in a private offering to persons reasonably believed to be qualified institutional buyers.

Coinbase also expects to grant the initial purchasers of each series of notes options to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $150.0 million principal amount of the 2029 notes and $150.0 million principal amount of the 2032 notes.

The notes will be senior, unsecured obligations of Coinbase and will accrue interest payable semi-annually in arrears. The 2029 notes will mature on October 1, 2029 and the 2032 notes will mature on October 1, 2032, unless earlier repurchased, converted or, in the case of the 2032 notes, redeemed.

The notes will be convertible into cash, shares of Coinbase’s Class A common stock, or a combination thereof, at Coinbase’s election. The interest rate, initial conversion rate, and other terms of each series of notes are to be determined upon pricing of the offering.

In connection with the pricing of the notes, Coinbase expects to enter into privately negotiated capped call transactions relating to each series of notes with one or more of the initial purchasers or their affiliates and/or other financial institutions.

The capped call transactions relating to the 2029 notes will cover, subject to customary adjustments, the number of shares of Coinbase’s Class A common stock that will initially underlie the 2029 notes, and the capped call transactions relating to the 2032 notes will cover, subject to customary adjustments, the number of shares of Coinbase’s Class A common stock that will initially underlie the 2032 notes.

The capped call transactions relating to each series of notes are expected generally to reduce the potential dilution to Coinbase’s Class A common stock upon any conversion of the relevant series of notes and/or offset any potential cash payments Coinbase is required to make in excess of the principal amount of converted notes of such series, as the case may be, with such reduction and/or offset subject to a cap.

Coinbase intends to use a portion of the net proceeds from the offering to pay the cost of the capped call transactions relating to each series of notes. If the initial purchasers exercise their options to purchase additional 2029 notes and/or 2032 notes, Coinbase expects to use a portion of the net proceeds from the sale of such additional notes to enter into additional capped call transactions with the option counterparties with respect to the relevant series of notes as to which the option was exercised.

Coinbase intends to use the remainder of the net proceeds from the offering for general corporate purposes, which may include working capital, capital expenditures and investments in and acquisitions of other companies, products or technologies that Coinbase may identify from time to time, as well as to repurchase, repay at maturity, or repurchase or redeem prior to maturity, as applicable, from time to time and subject to market conditions, shares of its Class A common stock and/or its outstanding 0.50% Convertible Senior Notes due 2026, 3.375% Senior Notes due 2028, 3.625% Senior Notes due 2031 and 0.25% Convertible Senior Notes due 2030.

The notes will only be offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. Neither the notes nor the shares of Coinbase’s Class A common stock potentially issuable upon conversion of the notes, if any, 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.