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CleanSpark, Inc. Announces Closing of Offering of $650 Million Zero-Coupon Convertible Notes
CLSKCleanSpark(CLSK) Prnewswire·2024-12-17 21:05

Offering Details - CleanSpark completed a 650millionofferingof0.00650 million offering of 0.00% Convertible Senior Notes due 2030, including 100 million from the initial purchasers' full exercise of their option to buy additional notes [1] - The net proceeds to the company were approximately 633.6millionafterdeductinginitialpurchasers′discountsandestimatedexpenses[5]UseofProceeds−Approximately633.6 million after deducting initial purchasers' discounts and estimated expenses [5] Use of Proceeds - Approximately 90.4 million of the net proceeds were used to pay for capped call transactions [5] - Approximately 145.0millionwasusedtorepurchase11.76millionsharesofcommonstock[4][5]−Theremainingproceedswillbeusedforrepayingthecompany′slineofcreditwithCoinbase,capitalexpenditures,potentialacquisitions,andgeneralcorporatepurposes[5]CappedCallTransactions−Thecompanyenteredintocappedcalltransactionswithacappriceof145.0 million was used to repurchase 11.76 million shares of common stock [4][5] - The remaining proceeds will be used for repaying the company's line of credit with Coinbase, capital expenditures, potential acquisitions, and general corporate purposes [5] Capped Call Transactions - The company entered into capped call transactions with a cap price of 24.66 per share, representing a 100% premium over the December 12, 2024 closing price of 12.33[3]−ThesetransactionsareexpectedtoreducepotentialdilutiontocommonstockuponconversionoftheConvertibleNotesandoffsetpotentialcashpaymentsinexcessoftheprincipalamount[3]ShareRepurchaseandDilutionImpact−Thecompanyrepurchased11.76millionsharesforapproximately12.33 [3] - These transactions are expected to reduce potential dilution to common stock upon conversion of the Convertible Notes and offset potential cash payments in excess of the principal amount [3] Share Repurchase and Dilution Impact - The company repurchased 11.76 million shares for approximately 145 million, which will be removed from the outstanding share count [4] - The company will not have to issue additional shares (on a net basis) until the price of its common stock exceeds $33.67, considering the benefits of the capped call and share repurchase [4] Strategic Implications - The offering is expected to fully fund the company's growth through 50 EH/s and beyond [5] - The company plans to continue adding mined Bitcoin to its balance sheet and remains well-positioned for opportunistic acquisitions [5] - The offering provides greater clarity on near-term share count, with no immediate plans for another equity or equity-linked offering [5] Company Overview - CleanSpark is a market-leading, pure-play Bitcoin miner with a portfolio of mining facilities across the United States [8] - The company focuses on operational excellence, capital stewardship, and monetizing low-cost, high-reliability energy to secure Bitcoin [8]