16 April 2021

Fenwick & West advises Coinbase on landmark crypto listing

Image of Bitcoin with stocks in background

Latham & Watkins acts for the financial advisors on the deal

Silicon Valley-based firm Fenwick & West advised cryptocurrency exchange platform Coinbase on its highly-anticipated direct listing on the Nasdaq stock exchange this week, the first major crypto business to go public.

Coinbase’s shares jumped from its reference price of $250 on Wednesday to as high as $429 before closing Thursday at $322.75 a share, valuing the company at roughly $85bn – more than eight times its valuation at its last private funding round. Coinbase allows investors to buy, sell and store cryptocurrencies such as Bitcoin and Ethereum.

Fenwick has been a long-term advisor to Coinbase on a range of transactions, having recently advised the crypto company on its acquisition of blockchain platform Bison Trails in January and the acquisition of crypto broker Tagomi last May, as well as advising the company on its final $300m series E funding round back in October 2018 which valued Coinbase at more than $8bn.

The direct listing – which allows Coinbase shares to start trading publicly without having to go through a traditional IPO sale process – doesn’t raise Coinbase any new money, but it does allow company insiders to sell their shares immediately rather than after the normal six-month lockup period. The Fenwick team that worked on the deal included San Francisco-based corporate partners Mark Stevens, Michael Brown and Faisal Rashid, Los Angeles corporate partner Ran Ben-Tzur, executive compensation and employee benefits partners Shawn Lampron, based in San Francisco, and Mountain View-based Marshall Mort, tax partner Will Skinner, also Mountain View, and a team of 10 associates across the firm’s practice areas.

Latham & Watkins, meantime, represented the financial advisors working on the listing, which included Goldman Sachs, JPMorgan and Citigroup. New York capital markets partners Marc Jeffe, Greg Rodgers and Benjamin Cohen were supported on corporate matters by Chicago-based partner Max Schleusener and on financial regulatory and cryptocurrency matters by New York partner Stephen Wink. They were joined by a number of other partners and associates across a range of disciplines in New York, London and Washington DC.

Latham also advised music streaming platform Spotify on its direct listing in 2018, as well as the financial advisors in the direct listings of Slack and Asana in 2019 and last year respectively. 

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