WhiteFiber Announces Proposed Private Placement of $200.0 Million of Convertible Senior Notes

Core Viewpoint - WhiteFiber, Inc. plans to offer $200 million in Convertible Senior Notes due 2031, with an option for an additional $30 million, to qualified institutional buyers, subject to market conditions [1][2] Group 1: Offering Details - The notes will be general, senior unsecured obligations of the Company, accruing interest payable semiannually [2] - Upon conversion, the Company may pay in cash, ordinary shares, or a combination of both [2] - The specific terms of the notes, including interest rate and conversion rate, will be determined at the time of pricing [2] Group 2: Use of Proceeds - Proceeds will be used for data center expansion, including leasing or purchasing additional properties, constructing facilities, and entering energy service agreements [3] - Additional funds may be allocated for potential acquisitions, partnerships, joint ventures, and general corporate purposes [3] - If the option for additional notes is exercised, proceeds will similarly support data center expansion and related initiatives [3] Group 3: Zero-Strike Call Option Transaction - The Company intends to enter a zero-strike call option transaction with an initial purchaser, allowing for the delivery of ordinary shares at expiration [4] - This transaction aims to facilitate derivative transactions for investors in the notes, potentially impacting the market price of the ordinary shares and notes [4][5] - The option counterparty may adjust its hedge positions, which could also affect the market price of the ordinary shares and notes [5][6] Group 4: Company Overview - WhiteFiber, Inc. specializes in AI infrastructure solutions and owns HPC data centers, providing cloud services [9] - The Company’s model integrates colocation, hosting, and cloud services to optimize performance for generative AI workloads [9]