Bitdeer Announces Pricing of US$400.0 Million Convertible Senior Notes Offering

Core Viewpoint - Bitdeer Technologies Group has announced a private placement of $400 million in 4.00% Convertible Senior Notes due 2031, with an option for initial purchasers to buy an additional $60 million, expected to close on November 17, 2025 [1][2]. Summary by Sections Convertible Notes Details - The notes will accrue interest at 4.00% per year, payable semiannually starting May 15, 2026, and will mature on November 15, 2031 [2]. - The initial conversion rate is set at 56.2635 Class A ordinary shares per $1,000 principal amount, equating to an initial conversion price of approximately $17.77 per share, representing a 27.5% premium over the offering price [2]. Redemption and Repurchase Conditions - Bitdeer may redeem the notes for cash starting November 20, 2028, if certain conditions regarding the stock price and liquidity are met [3]. - The company can also redeem all but not part of the notes if less than $50 million remains outstanding, or in the event of tax law changes [4]. - Holders may require Bitdeer to repurchase their notes at a price equal to 100% of the principal amount plus accrued interest if a "fundamental change" occurs [5]. Use of Proceeds - Net proceeds from the notes offering are estimated at approximately $388 million, intended for capped call transactions, repurchasing existing convertible notes, datacenter expansion, ASIC mining rig development, and general corporate purposes [6][7]. Capped Call Transactions - Bitdeer has entered into capped call transactions to offset potential dilution from the conversion of the notes, with an initial cap price of $27.88 per share [8][9]. Concurrent Registered Direct Offering - Bitdeer is also conducting a registered direct offering of 10,661,140 Class A ordinary shares at $13.94 per share, with proceeds to be used for repurchasing $200 million of its November 2029 notes [12]. Company Overview - Bitdeer is a leading technology company focused on Bitcoin mining and AI cloud services, providing comprehensive solutions including equipment procurement, datacenter design, and daily operations [18].