Capped Call Transactions
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VIZSLA SILVER ANNOUNCES PRICING OF US$250 MILLION CONVERTIBLE SENIOR NOTES OFFERING
Prnewswire· 2025-11-20 06:05
Core Viewpoint - Vizsla Silver Corp. has announced the pricing of its offering of convertible senior unsecured notes amounting to US$250 million, expected to close around November 24, 2025, with an option for an additional US$50 million [1][3]. Summary by Sections Offering Details - The offering consists of convertible senior unsecured notes due in 2031, with a cash interest rate of 5.00% per annum, and an initial conversion rate of 171.3062 shares per US$1,000 principal amount, equating to a conversion price of approximately US$5.84 per share, representing a 25% premium over the last reported share price of US$4.67 [2][3]. Use of Proceeds - The estimated net proceeds from the offering are approximately US$239.4 million, or US$285.9 million if the option for additional notes is fully exercised. The proceeds will be used for exploration and development of the Panuco Project, potential acquisitions, and general corporate purposes, including a purchase price for capped call transactions of about US$39.6 million [3][6]. Capped Call Transactions - The company has entered into cash-settled capped call transactions to mitigate potential economic dilution from the conversion of the notes. The cap price for these transactions is set at US$10.5075 per share, a 125% premium over the last reported share price [4][5]. Market Impact - The capped call transactions may lead to various derivative transactions that could influence the market price of the shares or notes, potentially affecting the conversion process and the value received by noteholders [6][8]. Regulatory Compliance - The offering is subject to customary closing conditions, including necessary approvals from the Toronto Stock Exchange and NYSE American. The notes and shares will not be registered under the U.S. Securities Act and will only be offered to qualified institutional buyers [9][10]. Company Overview - Vizsla Silver is a Canadian mineral exploration and development company focused on the Panuco silver-gold project in Sinaloa, Mexico, aiming to position itself as a leading silver company through a dual-track development approach [13].
Bitdeer Announces Pricing of US$400.0 Million Convertible Senior Notes Offering
Globenewswire· 2025-11-13 13:30
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].
Energy Fuels Inc. (AMEX: UUUU) Surpasses Earnings and Revenue Expectations
Financial Modeling Prep· 2025-11-05 03:04
Core Insights - Energy Fuels Inc. is a leading U.S. company in uranium and rare earth elements production, focusing on low-cost mining operations and expanding into rare earth production [1] Financial Performance - For Q3 2025, the company reported an EPS of -$0.07, better than the estimated -$0.08, with revenues of $17.71 million, exceeding expectations of $13.67 million and significantly up from $4.04 million in the same period last year [2][6] - The increase in revenue is attributed to a rise in uranium sales and successful low-cost mining operations, alongside the completion of a rare earth pilot production yielding 29 kilograms of dysprosium oxide [3] Strategic Financial Moves - Energy Fuels completed a $700 million convertible senior notes offering, enhancing its working capital to nearly $1 billion, which strengthens its liquidity position with a current ratio of about 11.50 [4][6] - Despite a negative P/E ratio of approximately -34.87, the company maintains a strong liquidity position, with a price-to-sales ratio of about 49.66, indicating investor confidence [5]
RAMACO RESOURCES, INC. ANNOUNCES PROPOSED CONVERTIBLE SENIOR NOTES OFFERING
Prnewswire· 2025-11-04 22:05
Core Viewpoint - Ramaco Resources, Inc. plans to offer $300 million in convertible senior notes due 2031, with an option for underwriters to purchase an additional $45 million to cover over-allotments, subject to market conditions [1][2]. Group 1: Offering Details - The notes will be senior, unsecured obligations of Ramaco, accruing interest payable semi-annually starting May 1, 2026, and maturing on November 1, 2031 [2]. - Holders can convert the notes under certain conditions, with Ramaco having the option to settle conversions in cash, shares of Class A common stock, or a combination of both [3]. - The notes can be redeemed by Ramaco starting November 6, 2028, if the stock price exceeds 130% of the conversion price for a specified period [4]. Group 2: Repurchase and Use of Proceeds - In the event of a "fundamental change," noteholders may require Ramaco to repurchase their notes for cash at the principal amount plus accrued interest [5]. - Ramaco intends to use part of the net proceeds for capped call transactions and the remainder for developing rare earth elements and critical minerals projects, strategic growth opportunities, and general corporate purposes [6]. Group 3: Capped Call Transactions - Ramaco plans to enter into capped call transactions to reduce potential dilution of its Class A common stock upon conversion of the notes [7]. - The capped call transactions will be subject to anti-dilution adjustments and are expected to offset potential cash payments required upon conversion [7]. Group 4: Concurrent Delta Offering - Goldman Sachs and Morgan Stanley will conduct a concurrent delta offering of Ramaco's Class A common stock to facilitate hedging transactions for purchasers of the notes [11]. - The completion of the notes offering is contingent on the completion of the concurrent delta offering, and no new shares will be issued in this offering [11]. Group 5: Company Overview - Ramaco Resources, Inc. operates in metallurgical coal and is developing projects in rare earth elements and critical minerals, with offices in Kentucky, West Virginia, and Wyoming [14].
IMAX Corporation Prices $220 Million Convertible Senior Notes Offering
Businesswire· 2025-11-04 05:46
Core Viewpoint - IMAX Corporation has priced a private offering of $220 million in convertible senior notes, which are set to mature in 2030, with an interest rate of 0.75% per annum [1][2]. Summary by Sections Offering Details - The offering consists of $220 million aggregate principal amount of 0.75% convertible senior notes due 2030, with a settlement date scheduled for November 6, 2025 [1]. - An additional option for initial purchasers allows for the purchase of up to $30 million in principal amount of notes within 13 days of the initial issuance [1]. Interest and Conversion Terms - The notes will accrue interest at 0.75% per annum, payable semi-annually starting May 15, 2026, and maturing on November 15, 2030 [2]. - Noteholders can convert their notes under specific conditions before August 15, 2030, and at any time thereafter until the maturity date [2]. - The initial conversion rate is set at 23.5743 common shares per $1,000 principal amount, equating to an initial conversion price of approximately $42.42 per share, representing a 30% premium over the last reported sale price of $32.63 on November 3, 2025 [2]. Redemption and Repurchase Rights - The notes are redeemable at IMAX's option starting November 20, 2028, if the last reported sale price exceeds 130% of the conversion price for a specified period [3]. - In the event of a "fundamental change," noteholders may require IMAX to repurchase their notes for cash at the principal amount plus accrued interest [4]. Use of Proceeds - IMAX estimates net proceeds from the offering to be approximately $212 million, or $241.1 million if the additional notes option is fully exercised [5]. - The proceeds will be used to fund the refinancing of outstanding 2026 notes, capped call transactions, and for general corporate purposes [6][7]. Capped Call Transactions - IMAX has entered into capped call transactions to mitigate share dilution, with an initial cap price of $57.1025 per share, representing a 75% premium over the last reported sale price [13][14]. - These transactions are designed to offset potential cash payments required upon conversion of the notes [14]. Market Activity Implications - The unwinding of existing capped call transactions may lead to significant market activity, potentially affecting the market price of IMAX's common shares and the notes [10][11][15][16]. Company Overview - IMAX Corporation is a leader in entertainment technology, operating 1,829 IMAX systems across 89 countries as of September 30, 2025 [18][19].
Bitfarms Announces Pricing of Upsized US$500 Million of Convertible Senior Notes
Globenewswire· 2025-10-17 02:03
Core Viewpoint - Bitfarms Ltd. has announced the pricing of a US$500 million offering of 1.375% convertible senior notes due 2031, with an option for initial purchasers to buy an additional US$88 million [1][2] Summary by Sections Convertible Notes Offering - The offering size was increased from the previously announced US$300 million to US$500 million, with a potential total of US$588 million if the option is fully exercised [1] - The offering is expected to close around October 21, 2025, subject to customary closing conditions [1] Terms of the Notes - The Convertible Notes will accrue interest at a rate of 1.375% per annum, payable semi-annually starting July 15, 2026, and will mature on January 15, 2031 [2] - The Company has the right to redeem the notes under certain conditions and must offer to repurchase them upon specific events [2] Conversion Features - The initial conversion rate is set at 145.6876 common shares per US$1,000 principal amount, equating to an initial conversion price of approximately US$6.86 per share, representing a 30% premium to the last reported price of US$5.28 [4] - The conversion rate may be adjusted under certain circumstances, and the Company can settle conversions in cash, shares, or a combination [4] Use of Proceeds - Net proceeds from the offering will be used for general corporate purposes and to cover costs associated with capped call transactions [5][7] Capped Call Transactions - The Company has entered into cash-settled capped call transactions to cover the number of common shares underlying the Convertible Notes, with a cap price of US$11.88 per share, a 125% premium to the last reported price [6][9] - These transactions aim to reduce potential economic dilution upon conversion of the notes [9] Company Overview - Bitfarms is a North American energy and digital infrastructure company focused on building and operating data centers for high-performance computing and Bitcoin mining, with a significant portion of its energy pipeline based in the U.S. [14][15]
Bitfarms Announces Proposed Offering of US$300 Million of Convertible Senior Notes
Globenewswire· 2025-10-15 20:05
Core Viewpoint - Bitfarms Ltd. plans to offer US$300 million in convertible senior notes due 2031, with an option for initial purchasers to buy an additional US$60 million, subject to market conditions and Toronto Stock Exchange approval [1][10]. Summary by Sections Description of Notes - The convertible notes will be senior unsecured obligations, accruing interest semi-annually starting July 15, 2026, and maturing on January 15, 2031. They will be convertible under specific conditions before October 15, 2030, and at the holder's option thereafter [2][3]. Use of Proceeds - Net proceeds from the offering will be used for general corporate purposes and to cover costs associated with capped call transactions [4]. Capped Call Transactions - Bitfarms plans to enter into cash-settled capped call transactions to mitigate potential economic dilution from the convertible notes. These transactions will cover the number of common shares underlying the notes, with a cap targeted at a 125% premium to the last reported sale price of Bitfarms' common shares [5][6]. Market Impact - The capped call counterparties may engage in purchasing common shares or entering derivative transactions, which could influence the market price of the common shares and convertible notes [8]. Regulatory Compliance - The convertible notes and the common shares will not be registered under the U.S. Securities Act and will be offered only to qualified institutional buyers. Offers in Canada will be made under exemptions from prospectus requirements [9][10]. Company Overview - Bitfarms is a North American energy and digital infrastructure company focused on building and operating data centers for high-performance computing and Bitcoin mining, with a significant portion of its energy pipeline based in the U.S. [12][13].
Energy Fuels Announces Proposed $550 Million Offering of Convertible Senior Notes Due 2031
Prnewswire· 2025-09-29 20:30
Core Viewpoint - Energy Fuels Inc. plans to offer $550 million in Convertible Senior Notes due 2031 to enhance financial flexibility and fund various development projects [1][3]. Group 1: Convertible Notes Offering - The company intends to offer $550 million aggregate principal amount of Convertible Senior Notes in a private placement, with an option for initial purchasers to buy an additional $82.5 million [1]. - The notes will be general senior unsecured obligations, accruing interest payable semiannually, and will be convertible into cash, common shares, or a combination thereof [2]. Group 2: Use of Proceeds - Net proceeds from the offering will be used for capped call transactions, funding development expenditures for the Phase 2 rare earth separations circuit expansion at the White Mesa Mill, and general corporate needs [3]. - Additional proceeds from any exercised options will also be allocated for capped call transactions and general corporate purposes [3]. Group 3: Capped Call Transactions - Energy Fuels plans to enter into capped call transactions to reduce potential dilution of common shares upon conversion of the notes [4]. - These transactions will cover the number of common shares initially underlying the notes and are subject to anti-dilution adjustments [4]. Group 4: Market Impact - The initial hedging activities related to the capped call transactions may influence the market price of common shares and the trading price of the notes [5][6]. - The option counterparties may adjust their hedge positions, which could further affect the market price of common shares and the notes [6]. Group 5: Company Overview - Energy Fuels is a leading U.S. producer of uranium, rare earth elements, and critical minerals, operating several uranium projects and the only licensed conventional uranium processing facility in the U.S. [11]. - The company is also involved in developing heavy mineral sands projects in Madagascar, Brazil, and Australia, and is exploring the recovery of medical isotopes for cancer treatments [11].
Enovix Announces Pricing of $300.0 Million Offering of 4.75% Convertible Senior Notes Due 2030
Globenewswire· 2025-09-11 11:00
Core Viewpoint - Enovix Corporation has announced a private placement of $300 million in 4.75% Convertible Senior Notes due 2030, with an option for initial purchasers to buy an additional $60 million in notes, aimed at funding corporate purposes and potential acquisitions [1][2][4]. Group 1: Offering Details - The offering consists of $300 million aggregate principal amount of 4.75% Convertible Senior Notes due 2030, expected to close on September 15, 2025 [1][2]. - The notes will accrue interest at a rate of 4.75% per year, payable semiannually starting March 15, 2026, and will mature on September 15, 2030 [3]. - Enovix estimates net proceeds from the offering to be approximately $290.4 million, or $348.6 million if the additional notes option is fully exercised [4]. Group 2: Use of Proceeds - Approximately $37.7 million of the net proceeds will be allocated to capped call transactions, with the remainder intended for general corporate purposes, including potential acquisitions [4]. - The company is evaluating potential acquisition targets in the battery ecosystem that could enhance market adoption of its technology, although no commitments currently exist [4]. Group 3: Conversion and Redemption Terms - The notes are convertible into cash, shares of Enovix common stock, or a combination thereof, with an initial conversion rate of 89.2160 shares per $1,000 principal amount, representing a conversion price of approximately $11.21 per share [5]. - Enovix may redeem the notes starting September 20, 2028, under certain conditions, at a redemption price equal to 100% of the principal amount plus accrued interest [6]. Group 4: Capped Call Transactions - Enovix has entered into capped call transactions to offset potential dilution from the notes, with cap prices set at various levels over the next 36 months [9][10]. - The capped call transactions are designed to mitigate the dilutive impact of the notes, although they will not fully offset the actual dilution upon conversion [9][10]. Group 5: Market Impact - The establishment of hedges related to the capped call transactions may influence the market price of Enovix common stock and the trading price of the notes [11][12].
Enovix Announces Proposed $300 Million Offering of Convertible Senior Notes Due 2030
Globenewswire· 2025-09-10 20:07
Core Viewpoint - Enovix Corporation plans to offer $300 million in Convertible Senior Notes due 2030, with an option for an additional $60 million, to qualified institutional buyers under Rule 144A of the Securities Act [1][2] Group 1: Offering Details - The Notes will be unsecured obligations of Enovix, accruing interest payable semiannually, and convertible into cash, shares of common stock, or a combination thereof at the company's discretion [2] - The interest rate and initial conversion rate will be determined at the time of pricing the Offering [2] - The Offering is subject to market conditions, and there is no assurance regarding its completion or terms [1] Group 2: Use of Proceeds - A portion of the net proceeds will be used to cover costs associated with capped call transactions [3] - Remaining proceeds are intended for general corporate purposes, including potential acquisitions, although no current commitments exist [4] - The company is in preliminary discussions with potential acquisition targets that could enhance battery adoption and generate long-term revenue synergies [4] Group 3: Capped Call Transactions - Enovix plans to enter into capped call transactions to offset the dilutive impact of the Notes, with expirations occurring at various intervals post-issuance [5] - These transactions will not fully offset the actual dilutive impact of the Notes upon conversion [5] - Initial hedging activities related to these transactions may influence the market price of Enovix common stock and the trading price of the Notes [6][7] Group 4: Regulatory Considerations - The Notes and any shares issued upon conversion have not been registered under the Securities Act and cannot be offered or sold in the U.S. without registration or an exemption [9] - This announcement does not constitute an offer to sell or a solicitation to buy any securities [10]