Bitdeer Announces Pricing of Upsized US$330.0 Million Convertible Senior Notes Offering

Core Viewpoint - Bitdeer Technologies Group has announced the pricing of US$330 million principal amount of 4.875% Convertible Senior Notes due 2031, increasing from a previously announced US$300 million offering, with the sale expected to close on June 23, 2025 [1][2]. Group 1: Offering Details - The notes will bear interest at a rate of 4.875% per year, payable semiannually starting January 1, 2026, and will mature on July 1, 2031 [2]. - The initial conversion rate is set at 62.9921 Class A ordinary shares per US$1,000 principal amount, equating to an initial conversion price of approximately US$15.88 per share, representing a 25% premium over the last reported sale price on June 17, 2025 [2]. Group 2: Redemption and Repurchase Conditions - The company may redeem the notes for cash starting July 6, 2028, if certain conditions regarding the stock price and liquidity are met, at a redemption price equal to 100% of the principal amount plus accrued interest [3]. - The company can also redeem all but not part of the notes if less than US$25 million remains outstanding, or in the event of certain tax law changes [4]. Group 3: Use of Proceeds - The estimated net proceeds from the offering are approximately US$319.6 million, intended for various purposes including datacenter expansion, ASIC-based mining rig development, and working capital [7]. - If the initial purchasers exercise their option to purchase additional notes, the proceeds will similarly be allocated for datacenter expansion and other corporate purposes [7]. Group 4: Zero-Strike Call Option Transaction - The company has entered into a zero-strike call option transaction, paying a premium of approximately US$129.6 million for the right to receive about 10.2 million Class A ordinary shares [8]. - This transaction is designed to facilitate derivative transactions related to the Class A ordinary shares, potentially impacting their market price [8][9]. Group 5: Concurrent Note Exchange Transaction - Concurrently with the offering, the company has engaged in transactions to exchange approximately US$36.1 million in cash and about 8.1 million Class A ordinary shares for US$75.7 million of its existing convertible senior notes due 2029 [11]. - This exchange is not contingent upon the offering of the new notes [11].