Core Viewpoint - Bitdeer Technologies Group plans to offer $400 million in Convertible Senior Notes due 2031, with an option for an additional $60 million, to qualified institutional buyers, subject to market conditions [1][2] Group 1: Notes Offering - The notes will be senior unsecured obligations of Bitdeer, accruing interest payable semiannually, with conversion options including cash, Class A ordinary shares, or a combination of both [2] - The interest rate and conversion terms will be determined at the time of pricing [2] Group 2: Use of Proceeds - Proceeds from the notes offering will be used for capped call transactions, datacenter expansion, ASIC mining rig development, and general corporate purposes [3] - If additional notes are purchased, proceeds will similarly support capped call transactions and business expansions [3] Group 3: Capped Call Transactions - Bitdeer plans to enter capped call transactions to mitigate potential dilution from the conversion of the notes [4] - These transactions will cover the number of Class A ordinary shares underlying the notes [4] Group 4: Concurrent Offerings - Bitdeer intends to conduct a registered direct offering of Class A ordinary shares to fund the repurchase of its 5.25% convertible senior notes due 2029 [8][9] - The completion of the registered direct offering is contingent on the successful execution of the notes offering and note repurchase transactions [9] Group 5: Market Activity - The option counterparties may engage in derivative transactions that could influence the market price of Class A ordinary shares and the notes [5][6] - Hedged holders of the November 2029 notes may unwind their hedge positions, potentially impacting the market price of the shares [10] Group 6: Company Overview - Bitdeer is a leading technology company specializing in Bitcoin mining and AI cloud services, with operations in the United States, Norway, and Bhutan [13] - The company provides comprehensive solutions for Bitcoin mining, including equipment procurement and datacenter management [13]

Core Viewpoint - Halozyme Therapeutics, Inc. has announced the pricing of $650 million in 0% convertible senior notes due 2031 and $650 million in 0.875% convertible senior notes due 2032, with an option for initial purchasers to buy an additional $100 million of each series [1][4]. Summary by Sections Convertible Notes Details - The 2031 Notes are senior, unsecured obligations with no regular interest and no principal accretion, while the 2032 Notes will accrue interest at an annual rate of 0.875% payable semi-annually [2]. - The initial conversion rate for both series is 11.4683 shares per $1,000 principal amount, equating to a conversion price of approximately $87.20 per share, representing a 27.5% premium over the closing price of $68.39 on November 6, 2025 [2]. Use of Proceeds - The company expects to receive net proceeds of approximately $1.274 billion, or $1.47 billion if the option for additional notes is fully exercised, after deducting discounts and expenses [4]. - Approximately $182.7 million of the proceeds will fund capped call transactions, while about $1.020 billion will be used to repurchase existing convertible notes due 2027 and 2028 [4][5]. Capped Call Transactions - Capped call transactions have been established to cover the shares underlying the convertible notes, with a cap price of $136.78 per share, representing a 100% premium over the last reported sale price [3][7]. - These transactions are expected to reduce potential dilution upon conversion of the notes and offset cash payments if the market price exceeds the cap price [7]. Market Impact - The note repurchases may influence the market price of the company's common stock and convertible notes, potentially affecting the conversion price and the number of shares received upon conversion [6][10]. - The company anticipates that hedging activities related to the capped call transactions could also impact the market price of its common stock [8][9]. Company Overview - Halozyme is a biopharmaceutical company focused on innovative drug delivery solutions, particularly through its ENHANZE® technology, which facilitates subcutaneous delivery of drugs [14][15]. - The company has partnered with major pharmaceutical firms and has a presence in over 100 global markets, impacting approximately one million patients [14].

Core Viewpoint - Ramaco Resources, Inc. has announced a public offering of $300 million in 0% convertible senior notes due 2031, with net proceeds expected to be approximately $290.9 million, aimed at funding various strategic initiatives including a rare earth elements project [1][2]. Offering Details - The notes will settle on November 7, 2025, and underwriters have an option to purchase an additional $45 million to cover over-allotments [1][2]. - Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are the book-running managers for the offering, with several firms acting as co-managers [3]. Financial Structure - The notes will be senior, unsecured obligations that do not bear regular interest, and the principal will not accrete [4]. - Noteholders can convert their notes under specific conditions, with an initial conversion rate of 30.5460 shares per $1,000 principal amount, equating to a conversion price of approximately $32.74 per share, representing a 35% premium over the public offering price of $24.25 [5]. Redemption and Repurchase Rights - The notes are redeemable at Ramaco's option starting November 6, 2028, if the stock price exceeds 130% of the conversion price for a specified period [6]. - In the event of a "fundamental change," noteholders may require Ramaco to repurchase their notes for cash at the principal amount plus any accrued interest [7]. Capped Call Transactions - Ramaco has entered into capped call transactions to cover the shares underlying the notes, with an initial cap price of approximately $54.56 per share, a 125% premium over the public offering price [8][10]. - These transactions are designed to reduce potential dilution of Ramaco's Class A common stock upon conversion of the notes [11]. Concurrent Offering - Ramaco is also conducting a concurrent delta offering of 2,245,126 shares of Class A common stock at a price of $24.25 per share, with no new shares being issued and no proceeds going to Ramaco [14]. - The completion of the notes offering is contingent upon the successful completion of the concurrent delta offering [14]. Company Overview - Ramaco Resources, Inc. operates in metallurgical coal and is developing projects in rare earth elements and critical minerals, with operational offices in West Virginia and Wyoming [18].

Core Viewpoint - Cipher Mining Inc. has announced the pricing of a $1.1 billion offering of 0.00% convertible senior notes due 2031, increasing from a previously announced size of $800 million, with settlement scheduled for September 30, 2025 [1][5] Group 1: Offering Details - The notes will be senior, unsecured obligations of Cipher, maturing on October 1, 2031, and will not bear regular interest [2] - The initial conversion rate is set at 62.3733 shares of common stock per $1,000 principal amount of notes, equating to an initial conversion price of approximately $16.03 per share, representing a 37.5% premium over the last reported sale price of $11.66 on September 25, 2025 [2] - Cipher has granted initial purchasers a 13-day option to purchase up to an additional $200 million aggregate principal amount of notes [1] Group 2: Use of Proceeds - Cipher estimates net proceeds from the offering to be approximately $1.08 billion, or $1.27 billion if the option for additional notes is fully exercised, with plans to use $70 million for capped call transactions and the remainder for data center construction, HPC strategy acceleration, and general corporate purposes [5] Group 3: Capped Call Transactions - Cipher has entered into capped call transactions to cover the number of shares underlying the notes, with an initial cap price of $23.32 per share, a 100% premium over the last reported sale price [6] - These capped call transactions are expected to reduce potential dilution upon conversion of the notes and offset any cash payments exceeding the principal amount of converted notes [7] Group 4: Redemption and Repurchase - The notes are redeemable at Cipher's option starting October 5, 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 Cipher to repurchase their notes for cash at the principal amount plus accrued interest [4]

NEW YORK, Sept. 25, 2025 (GLOBE NEWSWIRE) -- Cipher Mining Inc. (NASDAQ:CIFR) (“Cipher” or the “Company”), a leading developer and operator of industrial-scale data centers, today announced its intention to offer, subject to market and other conditions, $800 million aggregate principal amount of 0.00% convertible senior notes due 2031 (the “notes”) in a private offering (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 ...

Core Viewpoint - Array Technologies, Inc. plans to offer $250 million in convertible senior notes due 2031, with an option for initial purchasers to buy an additional $37.5 million, subject to market conditions [1][4]. Group 1: Offering Details - The notes will be senior, unsecured obligations of Array Technologies, accruing interest payable semiannually [2]. - The interest rate and initial conversion rate will be determined at the time of pricing the offering [3]. - The net proceeds from the offering will be used to repay $150 million of outstanding indebtedness, fund capped call transactions, and for general corporate purposes [4]. Group 2: Capped Call Transactions - Array intends to enter into capped call transactions to cover the shares underlying the notes, which will help reduce potential dilution upon conversion [5]. - The option counterparties may purchase shares of Array's common stock or enter into derivative transactions, potentially affecting the market price of the stock [6]. Group 3: Existing Convertible Notes - Array may negotiate to repurchase a portion of its existing 1.00% Convertible Senior Notes due 2028 using proceeds from the offering [7]. - The terms of any repurchase of existing convertible notes will be negotiated individually with each holder [7]. Group 4: Company Overview - Array Technologies is a leading provider of solar tracking technology, focusing on maximizing energy production for utility-scale and distributed generation customers [10].

Group 1 - Oddity Finance LLC intends to offer $350 million of exchangeable senior notes due 2030, with an option for an additional $50 million, subject to market conditions [1][2] - The net proceeds from the offering will be used for general corporate purposes, including potential strategic M&A and capped call transactions [2][7] - The notes will be senior, unsecured obligations guaranteed by ODDITY and its subsidiary, with no regular interest and a maturity date of June 15, 2030 [3][9] Group 2 - Capped call transactions are expected to reduce potential dilution of ODDITY's Class A ordinary shares upon exchange of the notes [4][5] - The notes will be exchangeable for cash or ODDITY's Class A ordinary shares, with specific conditions for exchange prior to March 15, 2030 [9][10] - The issuer may redeem the notes starting June 20, 2028, under certain conditions related to the stock price [10][11] Group 3 - As of March 31, 2025, ODDITY had $257 million in cash and an undrawn $200 million credit line, indicating strong liquidity [7] - ODDITY is a consumer tech company focused on disrupting the beauty and wellness industries through digital-first brands and AI-driven solutions [16]

Core Viewpoint - Life360, Inc. has announced a private offering of $275 million in convertible senior notes due 2030, increasing from a previously announced $250 million, with net proceeds expected to be approximately $265.2 million after expenses [1][5]. Group 1: Offering Details - The offering consists of 0.00% convertible senior notes, which will mature on June 1, 2030, and will not bear regular interest [2]. - The initial conversion rate is set at 12.3501 shares of common stock per $1,000 principal amount of notes, equating to an initial conversion price of approximately $80.97 per share, representing a 32.5% premium over the last reported sale price of $61.11 on June 2, 2025 [2]. - Life360 has granted initial purchasers an option to buy an additional $45 million in notes within 13 days of the initial issuance [1]. Group 2: Use of Proceeds - Life360 plans to allocate approximately $29 million of the net proceeds to fund capped call transactions, with the remainder intended for general corporate purposes, including potential acquisitions or strategic investments [5]. Group 3: Capped Call Transactions - The capped call transactions are designed to reduce potential dilution of Life360's common stock upon conversion of the notes, with an initial cap price of $122.22 per share, a 100% premium over the last reported sale price [6][7]. - If the market price exceeds the cap price, there may still be dilution or no offset for potential cash payments [8]. Group 4: Redemption and Repurchase - The notes are redeemable at Life360's option starting June 5, 2028, under certain conditions, including if the stock price exceeds 130% of the conversion price [3]. - In the event of a "fundamental change," noteholders may require Life360 to repurchase their notes for cash at the principal amount plus any accrued interest [4].

Core Viewpoint - Life360, Inc. plans to offer $250 million in convertible senior notes due 2030, with an option for initial purchasers to buy an additional $37.5 million, aimed at qualified institutional buyers [1][2]. Group 1: Notes Description - The notes will be senior, unsecured obligations, accruing interest payable semi-annually, maturing on June 1, 2030, with conversion rights for noteholders under specific conditions [2][4]. - Life360 can redeem the notes in whole or in part starting June 5, 2028, if certain stock price conditions are met [3]. - In the event of a "fundamental change," noteholders may require Life360 to repurchase their notes for cash at the principal amount plus accrued interest [4]. Group 2: Use of Proceeds - Life360 intends to use part of the net proceeds for capped call transactions and the remainder for general corporate purposes, including potential acquisitions or strategic investments [5]. Group 3: Capped Call Transactions - Life360 plans to enter into capped call transactions to cover shares underlying the notes, which may reduce potential dilution upon conversion [6][7]. - The capped call transactions are designed to offset cash payments exceeding the principal amount of converted notes, although market price exceeding the cap price could still lead to dilution [7]. Group 4: Market Impact - The initial hedging of capped call transactions may involve derivative transactions that could influence the market price of Life360's common stock and the notes [9][10]. Group 5: Regulatory Information - The notes and shares upon conversion will not be registered under the Securities Act, and the offering is exempt from registration requirements [11]. Group 6: Company Overview - Life360 is a family connection and safety company, providing services such as location sharing and crash detection through its mobile app and tracking devices [13].