Capped Call Transactions

Search documents
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]
TeraWulf Inc. Announces Upsize and Pricing of $850 Million Convertible Notes Offering
Globenewswire· 2025-08-18 23:01
Core Viewpoint - TeraWulf Inc. has announced an offering of $850 million in 1.00% Convertible Senior Notes due 2031, aimed at qualified institutional buyers, with the offering expected to close on August 20, 2025 [1][3]. Group 1: Transaction Details - The initial purchasers of the Convertible Notes have a 13-day option to purchase an additional $150 million [3]. - The expected net proceeds from the offering are approximately $828.7 million, or $975.2 million if the option is fully exercised [4]. - The Convertible Notes will accrue interest at a rate of 1.00% per annum, payable semi-annually, and will mature on September 1, 2031 [5]. Group 2: Use of Proceeds - Approximately $85.5 million of the net proceeds will be used for capped call transactions, with the remainder allocated for data center expansion and general corporate purposes [4]. Group 3: Convertible Notes Features - The initial conversion rate is set at 80.4602 shares per $1,000 principal amount, equating to an initial conversion price of approximately $12.43 per share, representing a 32.50% premium over the closing price of $9.38 on August 18, 2025 [6]. - The Company may redeem the Convertible Notes starting September 6, 2028, under specific conditions [7]. - Holders can require the Company to repurchase their Convertible Notes upon a fundamental change at a cash price of 100% of the principal amount plus accrued interest [10]. Group 4: Capped Call Transactions - The capped call transactions are designed to reduce potential dilution upon conversion of the Convertible Notes, with an initial cap price of $18.76 per share, representing a 100% premium over the last reported sale price [8][11]. - The Company expects to use part of the net proceeds from any additional Convertible Notes sold to enter into further capped call transactions [11]. Group 5: Company Overview - TeraWulf develops and operates environmentally sustainable, industrial-scale data center infrastructure in the U.S., focusing on high-performance computing and bitcoin mining [16].
Intuitive Machines Announces Proposed Private Offering of Convertible Senior Notes
GlobeNewswire News Room· 2025-08-13 20:00
Core Viewpoint - Intuitive Machines, Inc. plans to offer $250 million in convertible senior notes due 2030, with an option for an additional $37.5 million, to qualified institutional buyers, aiming to support its operations and potential acquisitions [1][3]. Group 1: Notes Offering Details - The convertible senior notes will be senior, unsecured obligations, accruing interest at an annual rate, payable semiannually starting April 1, 2026, and maturing on October 1, 2030 [2]. - The notes will be convertible into cash, shares of Class A common stock, or a combination thereof, with specific terms to be determined at pricing [2]. Group 2: Use of Proceeds - A portion of the net proceeds from the notes offering will be used for capped call transactions, while the remaining funds will support general corporate purposes, including operations, research and development, and potential acquisitions [3]. - If the option for additional notes is exercised, proceeds will similarly be allocated for capped call transactions and general corporate purposes [3]. Group 3: Capped Call Transactions - Intuitive Machines expects to enter into capped call transactions to reduce potential dilution of its Class A common stock upon conversion of the notes [4]. - These transactions are designed to offset cash payments required in excess of the principal amount of converted notes, subject to a cap [4]. Group 4: Market Impact - The initial purchasers of the notes may engage in derivative transactions or purchase shares of Class A common stock, which could influence the market price of the stock and the notes [5][6]. - Such activities may affect the conversion process and the number of shares received by noteholders upon conversion [6]. Group 5: Company Overview - Intuitive Machines is a diversified space technology company focused on lunar access economics, having successfully landed its Nova-C class lunar lander on the Moon in 2024 and returned in 2025 [10]. - The company operates through three pillars: Delivery Services, Data Transmission Services, and Infrastructure as a Service [10].
Denison Announces Pricing of Upsized US$300 Million Convertible Senior Notes Offering
Prnewswire· 2025-08-13 11:18
Core Viewpoint - Denison Mines Corp. has announced an upsized offering of convertible senior unsecured notes totaling US$300 million, with an option for an additional US$45 million, aimed at funding uranium development projects and general corporate purposes [1][3]. Group 1: Offering Details - The offering consists of convertible senior unsecured notes due in 2031, with a semi-annual cash interest rate of 4.25% [1]. - The initial conversion rate is set at 342.9355 common shares per US$1,000 principal amount, translating to an initial conversion price of approximately US$2.92 per share, representing a 35% premium over the closing price on August 12, 2025 [1]. - The offering is expected to close around August 15, 2025, subject to customary closing conditions [2][7]. Group 2: Use of Proceeds - The net proceeds from the offering will be utilized for the evaluation and development of uranium projects, including the Wheeler River Uranium Project, and for general corporate purposes [3]. - Approximately US$30.75 million will be allocated for capped call transactions, which may increase to US$35.36 million if the option for additional notes is fully exercised [3]. Group 3: Capped Call Transactions - Denison has entered into cash-settled capped call transactions to cover the number of shares underlying the notes, with an initial cap price of US$4.32 per share, a 100% premium over the last reported sale price of US$2.16 [4]. - These capped call transactions are designed to mitigate potential economic dilution upon conversion of the notes [4]. Group 4: Market Activity - Capped call counterparties may engage in derivative transactions and purchase shares in the market, which could influence the market price of the shares or notes [5][6]. - This market activity may affect the conversion process and the value of shares received by noteholders upon conversion [6]. Group 5: Company Background - Denison Mines is focused on uranium mining, exploration, and development, with a significant interest in the Wheeler River Uranium Project, the largest undeveloped uranium project in the Athabasca Basin [10]. - The company holds a 95% interest in the Wheeler River project and has various other interests in uranium projects across Canada [12][13].
Euronet Worldwide Announces Proposed Private Placement of $850 Million of Convertible Senior Notes
Globenewswire· 2025-08-13 11:07
Core Viewpoint - Euronet Worldwide, Inc. plans to offer $850 million in Convertible Senior Notes due 2030, with an option for an additional $150 million, to qualified institutional buyers, aiming to use the proceeds primarily for debt repayment and share repurchases [1][3]. Group 1: Offering Details - The offering consists of $850 million in aggregate principal amount of Convertible Senior Notes, with an option for initial purchasers to buy an additional $150 million [1][3]. - The notes will be unsecured obligations of Euronet, accruing interest payable semiannually, with conversion options including cash, common stock, or a combination [2][3]. - The interest rate and initial conversion rate will be determined at the time of pricing [2]. Group 2: Use of Proceeds - Euronet intends to use the net proceeds from the offering to repay existing borrowings under its unsecured revolving credit facility [3]. - If the additional notes are purchased, proceeds will also be used for further debt repayment or general corporate purposes [3]. - Up to $175 million of cash on hand will be used for share repurchases concurrently with the pricing of the offering [3][7]. Group 3: Capped Call Transactions - Euronet plans to enter into capped call transactions to reduce potential dilution of its common stock upon conversion of the notes [4]. - These transactions will cover the number of shares initially underlying the notes and are expected to offset cash payments exceeding the principal amount of converted notes [4][5]. - The option counterparties may engage in stock purchases or derivative transactions that could influence the market price of Euronet's common stock [5][6]. Group 4: Market Impact - The share repurchases and capped call transactions could affect the market price of Euronet's common stock, potentially leading to a higher initial conversion price for the notes [7]. - The activities related to hedging and share repurchases may increase or decrease the market price of the common stock and notes, impacting conversion terms for noteholders [5][6].
MARA Holdings, Inc. Announces Pricing of Upsized $950 Million Offering of 0.00% Convertible Senior Notes due 2032
Globenewswire· 2025-07-24 03:23
Core Viewpoint - MARA Holdings, Inc. has announced the pricing of an upsized offering of $950 million in convertible senior notes due 2032, with an option for initial purchasers to buy an additional $200 million [1][6] Group 1: Offering Details - The notes will be unsecured, senior obligations of MARA, with a maturity date of August 1, 2032, and will not bear regular interest [2] - Holders of the notes can require MARA to repurchase their notes on January 4, 2030, under certain conditions [3] - The notes will be convertible into cash, shares of MARA's common stock, or a combination thereof, with specific conversion conditions prior to May 1, 2032 [4] Group 2: Financial Projections - MARA estimates net proceeds from the sale of the notes to be approximately $940.5 million, or $1,138.5 million if the option for additional notes is fully exercised [6] - Approximately $18.3 million of the net proceeds will be used to repurchase existing 1.00% convertible senior notes due 2026, with the remainder allocated for capped call transactions, bitcoin acquisition, and general corporate purposes [7] Group 3: Capped Call Transactions - MARA has entered into capped call transactions to reduce potential dilution upon conversion of the notes, with an initial cap price of approximately $24.14 per share [10][11] - The capped call transactions are expected to cover the number of shares underlying the notes sold in the offering, subject to anti-dilution adjustments [10] Group 4: Market Activity - The initial purchasers and their affiliates may engage in market activities that could affect the market price of MARA's common stock and the notes, potentially impacting the conversion process [12]
MARA Holdings, Inc. Announces Proposed Private Offering of $850 Million of Zero Coupon Convertible Senior Notes
GlobeNewswire News Room· 2025-07-23 11:00
Core Viewpoint - MARA Holdings, Inc. plans to offer $850 million of 0.00% convertible senior notes due 2032, with an option for an additional $150 million, subject to market conditions [1][2] Group 1: Offering Details - The notes will be unsecured and are not expected to bear regular interest, with special interest payable semi-annually starting February 1, 2026 [2] - The notes will mature on August 1, 2032, and can be redeemed by MARA starting January 15, 2030, under certain conditions [2] - Holders can require MARA to repurchase their notes on January 4, 2030, if the stock price is below the conversion price [2] Group 2: Use of Proceeds - MARA intends to use up to $50 million of the net proceeds to repurchase existing 1.00% convertible senior notes due 2026, with the remainder for capped call transactions, acquiring bitcoin, and general corporate purposes [3] Group 3: Market Impact - The repurchase of the 1.00% 2026 convertible notes may lead to significant market activity as hedged holders unwind their positions, potentially affecting MARA's stock price [4] - Capped call transactions are expected to reduce dilution upon conversion of the notes and offset cash payments exceeding the principal amount [5] Group 4: Regulatory Compliance - The notes will be offered to qualified institutional buyers under Rule 144A of the Securities Act, and the offering has not been registered under the Securities Act [7]
Zscaler Announces Proposed Offering of $1.5 Billion of Convertible Senior Notes Due 2028
Globenewswire· 2025-06-30 10:58
Core Viewpoint - Zscaler, Inc. plans to offer $1.5 billion in convertible senior notes due 2028, with an option for initial purchasers to buy an additional $225 million, subject to market conditions [1][2]. Group 1: Offering Details - The notes will be senior unsecured obligations, maturing on July 15, 2028, and will accrue interest payable semiannually [2]. - The notes can be converted into cash, shares of Zscaler's common stock, or a combination of both at the company's discretion [2]. - The specific terms, including interest rate and conversion rate, will be determined at the time of pricing [2]. Group 2: Use of Proceeds - A portion of the net proceeds will be used to cover costs associated with capped call transactions, while the remainder will be allocated for general corporate purposes, including working capital and potential acquisitions [3]. Group 3: Capped Call Transactions - Zscaler expects to enter into capped call transactions to mitigate potential dilution of its common stock upon conversion of the notes [4]. - These transactions will cover the number of shares underlying the notes and are subject to anti-dilution adjustments [4]. - If the initial purchasers exercise their option for additional notes, Zscaler will enter into further capped call transactions [4]. Group 4: Market Impact - The option counterparties may engage in purchasing Zscaler's common stock or derivatives, which could influence the market price of the stock and the notes [5][6]. - This activity may affect the conversion ability of noteholders and the value of shares received upon conversion [6]. Group 5: Regulatory Compliance - The notes will be offered to qualified institutional buyers under Rule 144A of the Securities Act, and neither the notes nor the shares have been registered under the Securities Act [7].