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].

HOUSTON, Aug. 13, 2025 (GLOBE NEWSWIRE) -- Intuitive Machines, Inc. (Nasdaq: LUNR) (“Intuitive Machines” or the “Company”), a leading space exploration, infrastructure, and services company, announced today its intent to offer, subject to market conditions and other factors, $250.0 million aggregate principal amount of convertible senior notes due 2030 (the “Notes”) in a private offering (the “Notes Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under th ...

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].

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].

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]

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].

Core Viewpoint - Oddity Finance LLC, a subsidiary of ODDITY Tech Ltd, is pricing $525 million of 0% exchangeable senior notes due 2030, increasing from a previously announced offering size of $350 million [1][2] Group 1: Offering Details - The offering is expected to close on June 12, 2025, and will result in approximately $510.6 million in net proceeds after deducting initial purchasers' discounts [1] - The Issuer has granted initial purchasers an option to purchase an additional $75 million of notes within a 13-day period [1] - The notes will be senior, unsecured obligations and will not bear regular interest, maturing on June 15, 2030 [3] Group 2: Use of Proceeds - Net proceeds will be used for general corporate purposes, with no immediate plans for material acquisitions, but potential for strategic M&A in the future [2] - Approximately $55.3 million of the net proceeds will be allocated to capped call transactions [2] Group 3: Capped Call Transactions - Capped call transactions are designed to reduce potential dilution of ODDITY's Class A ordinary shares upon exchange of the notes [4] - The initial cap price for these transactions is set at $138.92 per share, representing a 100% premium over the last reported sale price [5] Group 4: Exchange and Redemption Terms - The notes are exchangeable at an initial rate of 10.8655 Class A ordinary shares per $1,000 principal amount, with an exchange price of approximately $92.03 per share, reflecting a 32.5% premium [9] - The Issuer may redeem the notes starting June 20, 2028, under specific conditions related to the stock price [10] Group 5: Company Overview - ODDITY is a consumer tech company focused on disrupting the beauty and wellness industries through digital-first brands, serving approximately 60 million users [16]

Core Viewpoint - Xometry, Inc. has announced the pricing of $225 million in 0.75% Convertible Senior Notes due 2030, aimed at qualified institutional buyers, with expected net proceeds of approximately $217 million for various corporate purposes [1][4]. Group 1: Offering Details - The offering includes an option for initial purchasers to buy an additional $25 million in Notes within 13 days of issuance [2] - The Notes will accrue interest at a rate of 0.75% per year, payable semiannually, and will mature on June 15, 2030 [3] - The initial conversion rate is set at 21.2495 shares of Class A common stock per $1,000 principal amount of Notes, equating to a conversion price of approximately $47.06 per share, representing a 30% premium over the last reported sale price [5] Group 2: Use of Proceeds - Xometry plans to use the net proceeds to cover the cost of capped call transactions ($15.7 million), repurchase approximately $8 million of its Class A common stock, and repurchase about $201.7 million of its outstanding 1.00% Convertible Senior Notes due 2027 [4] - Additional proceeds, if the option is exercised, may be used for further capped call transactions, working capital, and potential acquisitions or strategic investments [4] Group 3: Redemption and Conversion Terms - The Notes cannot be redeemed before June 20, 2028, and can be redeemed under specific conditions related to the stock price [6] - In the event of a "fundamental change," noteholders may require Xometry to repurchase their Notes at 100% of the principal amount plus accrued interest [7] - The conversion rate may be adjusted in certain corporate events or upon redemption [8] Group 4: Capped Call Transactions - Xometry has entered into capped call transactions to mitigate potential dilution from the conversion of the Notes, with an initial cap price of $63.35, a 75% premium over the last reported sale price [9][10] - The capped call transactions are expected to reduce cash payments required upon conversion and are subject to customary adjustments [9] Group 5: Market Impact - The initial purchasers may engage in derivative transactions and stock purchases that could influence the market price of Xometry's Class A common stock and the Notes [11][12] - Concurrently with the offering, Xometry repurchased approximately $8 million of its Class A common stock, which may affect the market price [13] - Xometry also repurchased approximately $216.7 million of its 2027 notes, which could lead to further market activity affecting stock prices [14][15] Group 6: Regulatory Information - The Notes are offered only to qualified institutional buyers under Rule 144A and are not registered under the Securities Act [16] - This offering does not constitute an offer to sell or a solicitation of an offer to buy any securities [17] Group 7: Company Overview - Xometry operates an AI-powered marketplace that connects buyers with suppliers of manufacturing services, aiming to digitize the manufacturing industry [19]

Core Viewpoint - Cracker Barrel Old Country Store, Inc. plans to offer $275 million in convertible senior notes due 2030, with an option for initial purchasers to buy an additional $41.25 million, subject to market conditions [1][2]. Group 1: Offering Details - The notes will be senior, unsecured obligations, accruing interest payable semi-annually starting March 15, 2026, and maturing on September 15, 2030 [2]. - Noteholders can convert their notes under certain conditions, with conversions settled in cash and/or shares of common stock at the company's discretion [2]. - The notes are redeemable at the company's option starting September 15, 2028, if specific stock price conditions are met [2]. Group 2: Use of Proceeds - A portion of the net proceeds will be used for capped call transactions, with remaining funds allocated for general corporate purposes, including the repayment of existing debt [3]. Group 3: Capped Call Transactions - Cracker Barrel will enter into capped call transactions to mitigate potential dilution from note conversions, with additional transactions expected if the option to purchase more notes is exercised [4]. - The initial hedging activities related to these transactions may influence the market price of Cracker Barrel's common stock [5]. Group 4: Existing Debt Management - The company may unwind existing convertible note hedge and warrant transactions if it repurchases any of its 2026 convertible notes with proceeds from the new offering [6][7].

Core Viewpoint - Xometry, Inc. plans to offer $225 million in Convertible Senior Notes due 2030, with an option for an additional $25 million, to qualified institutional buyers, aiming to enhance its financial flexibility and support various corporate activities [1][3]. Group 1: Offering Details - The offering consists of $225 million in Convertible Senior Notes, with a potential additional $25 million, aimed at qualified institutional buyers under Rule 144A [1]. - The Notes will be unsecured obligations of Xometry, accruing interest payable semiannually, with conversion options including cash, shares, or a combination [2]. - The interest rate and conversion terms will be determined at the time of pricing [2]. Group 2: Use of Proceeds - Xometry intends to use the net proceeds for capped call transactions, repurchasing up to $25 million of its Class A common stock, and repurchasing a portion of its outstanding 1.00% Convertible Senior Notes due 2027 [3][9]. - Additional proceeds from the offering may be allocated for working capital, strategic investments, or further repurchases of the 2027 notes, although no specific agreements are in place for acquisitions at this time [3]. Group 3: Capped Call Transactions - Xometry plans to enter capped call transactions to mitigate potential dilution from the conversion of the Notes, which will cover the shares underlying the Notes [4]. - These transactions are expected to reduce cash payments required upon conversion and are subject to customary adjustments [4]. Group 4: Market Impact - The initial purchasers may engage in derivative transactions or purchase shares of Xometry's Class A common stock, potentially influencing the market price of the stock and the Notes [5][6]. - Activities by hedged holders of the 2027 notes may also affect the market price of Xometry's Class A common stock, impacting the effective conversion price of the Notes [9].