CleanSpark, Inc. Announces Proposed Private Offering of $550 Million of Convertible Notes

Core Viewpoint - CleanSpark, Inc. plans to offer $550 million in convertible senior notes due 2030, subject to market conditions, to qualified institutional buyers [1][10] Group 1: Offering Details - The company may grant initial purchasers an option to buy an additional$100 million of the convertible notes within 13 days of the initial issuance [2] - The convertible notes will be senior unsecured obligations, maturing on June 15, 2030, and will not bear regular interest [4] - The notes will be convertible into cash, shares of common stock, or a combination, with terms determined at pricing [5] Group 2: Use of Proceeds - Net proceeds will be used for capped call transactions, repurchasing up to $125 million of common stock, and repaying amounts under the line of credit with Coinbase, among other corporate purposes [3] Group 3: Capped Call Transactions - The company expects to enter into capped call transactions to reduce potential dilution upon conversion of the notes [6][7] - Initial hedging activities related to the capped call transactions may influence the market price of the common stock and convertible notes [8] Group 4: Share Repurchase - The company plans to repurchase shares of its common stock from certain investors in the convertible notes at the closing price on the pricing date [9]