Coinbase Announces Final Results and Expiration of Cash Tender Offer for its Outstanding 3.625% Senior Notes Due 2031

The Tender Offer expired at 11:59 p.m., NEW York CITY TIME, on September 18, 2023 (the “Final Expiration Time”). The Company expects to accept FOR payment and make payment on September 20, 2023 (the “Final Settlement Date”) with respect to all Notes validly tendered and accepted for purchase after 11:59 p.m., New York City time, on September 1, 2023 (the “Interim Expiration Time”), but at or prior to the Final Expiration Time, subject to the conditions set FORTH in the Companys offer to purchase, dated August 7, 2023 (as amended, the “Offer to Purchase”).

Holders of the Notes (“Holders”) who validly tendered their Notes after the Interim Expiration Time but at or prior to the Final Expiration Time, in the manner described in the Offer to Purchase, are eligible to receive the Total Consideration (as defined below) for the Notes accepted for purchase. Holders will also receive accrued and unpaid interest on their Notes validly tendered and accepted for purchase from the most recent interest payment date for the Notes up to, but not including, the Final Settlement Date. No further ACTion is required to be taken by Holders who have already validly tendered their Notes in order to receive the Total Consideration (as defined below), plus accrued and unpaid interest, on the Final Settlement Date.

As of 5:00 p.m., New York City time, on August 18, 2023 (the “Early Tender Time”), holders of $50,034,000 aggregate principal amount of the Notes had validly tendered and not validly withdrawn their Notes. On August 22, 2023 (the “Early Settlement Date”), the Company accepted for purchase $50,034,000 aggregate principal amount of the Notes. As of the Interim Expiration Time, an additional $211,062,000 in aggregate principal amount of the Notes were validly tendered. On September 6, 2023 (the “Interim Settlement Date”), the Company accepted for purchase $211,062,000 aggregate principal amount of the Notes.

According to inFORMation provided by Global Bondholder Services Corporation, the tender and information agent for the Tender Offer (the “Tender and Information Agent”), following the Interim Expiration Time, but at or prior to the Final Expiration Time, an additional $1,447,000 in aggregate principal amount of the Notes were validly tendered. Together with the Notes accepted for purchase at the Early Settlement Date and the Interim Settlement Date, a total of $262,543,000 in aggregate principal amount outstanding of the Notes were validly tendered in the Tender Offer. As previously announced, Holders who validly tendered their Notes at or prior to the Final Expiration Time are eligible to receive $675.00 per $1,000 principal amount of Notes validly tendered (the “Total Consideration”) for the Notes accepted for purchase.

The following table sets forth certain information relating to the tender offer:

__________

(1) CUSIP information is provided for the convenience of Holders. No representation is made as to the correctness or accuracy of such numbers.

(2) As of the Final Expiration Time and not including Notes accepted for purchase by the Company on the Early Settlement Date or the Interim Settlement Date.

(3) Not including Notes accepted for purchase by the Company on the Early Settlement Date or the Interim Settlement Date. Subject to satisfaction or waiver of the conditions set forth in the Offer to Purchase, the Company anticipates that all Notes tendered after the Interim Expiration Time, but at or prior to the Final Expiration Time, will be accepted for purchase in accordance with the terms of the Tender Offer, as amended, on the Final Settlement Date. However, there can be no assurance that the conditions set forth in the Offer to Purchase will be satisfied or waived.

(4) With respect to Notes expected to be accepted for purchase on the Final Settlement Date, inclusive of accrued and unpaid interest.

(5) Per $1,000 principal amount of Notes validly tendered and accepted.

Citigroup Global Markets Inc. served as Dealer Manager for the Tender Offer. Questions regarding the Tender Offer should be directed to Citigroup Global Markets Inc. at (800) 558-3745 (U.S. toll-FREE) and (212) 723-6106 (New York). Copies of documents relating to the Tender Offer may be obtained from the Tender and Information Agent at https://www.gbsc-usa.com/coin, or by telephone at (855) 654-2015 or (212) 430-3774.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. This press release does not describe all the material terms of the Tender Offer, and no decision should be made by any Holder on the basis of this press release. The Offer to Purchase contains important information which should be read carefully before any decision is made with respect to the Tender Offer.

About Coinbase

Coinbase is building the cryptoeconomy – 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. Today, Coinbase offers a trusted and EASY-to-use platform for accessing the broader cryptoeconomy.