Capped Call Transactions
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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]
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].