Core Viewpoint - ZTO Express (Cayman) Inc. announced a proposed offering of US$1.5 billion in convertible senior notes due 2031, aimed at refinancing and share repurchase programs, subject to market conditions [1][2]. Group 1: Notes Offering Details - The offering consists of US$1.5 billion in aggregate principal amount of convertible senior notes, which will be offered to non-U.S. persons as "qualified institutional buyers" [1]. - The notes will mature on March 1, 2031, and holders may convert them after a compliance period of 40 days from the original issuance [1][2]. - The company plans to use the net proceeds for refinancing, share repurchases, and general corporate purposes [1][2]. Group 2: Redemption and Repurchase Options - The company may redeem the notes for cash if less than 10% of the original principal amount remains outstanding or due to certain tax law changes [1]. - Holders have the option to require the company to repurchase any notes in the event of a "fundamental change" and can also request repurchase on March 1, 2029 [1][2]. Group 3: Concurrent Share Repurchase - Concurrently with the notes offering, the company plans to repurchase Class A ordinary shares from certain purchasers of the notes to facilitate initial hedging [2]. - The repurchase will be made at the closing price of the Class A ordinary share on the Hong Kong Stock Exchange on February 4, 2026 [2]. - The repurchase is expected to offset potential dilution to the holders of the company's ordinary shares upon conversion of the notes [2]. Group 4: Capped Call Transactions - The company expects to enter into capped call transactions to reduce potential dilution upon conversion of the notes [1][2]. - These transactions may involve purchasing hedges in privately negotiated transactions, which could affect the market price of the company's shares and notes [2]. Group 5: Company Overview - ZTO Express is a leading express delivery company in China, providing services through a scalable network partner model to support e-commerce growth [2]. - The company controls critical line-haul transportation and sorting networks while leveraging network partners for pickup and last-mile delivery [2].

Core Viewpoint - Joby Aviation, Inc. has announced the pricing of its public offerings, including $600 million in convertible senior notes and approximately 52.86 million shares of common stock at $11.35 per share, increasing the total offering size to $1 billion [1] Group 1: Offerings Details - The note offering consists of $600 million aggregate principal amount of 0.75% convertible senior notes due 2032, with interest payable semi-annually starting August 15, 2026 [3] - The common stock offering includes 52,863,437 shares priced at $11.35 per share, with an option for underwriters to purchase additional shares [1][7] - The delta offering involves 5,286,343 shares borrowed from third parties to facilitate hedging transactions for note investors, also priced at $11.35 per share [1] Group 2: Use of Proceeds - Joby estimates net proceeds from the common stock offering to be approximately $576 million, or $662.4 million if the underwriters fully exercise their option [7] - The net proceeds from the note offering are estimated at approximately $582.9 million, or $670.4 million if the over-allotment option is fully exercised [7] - Proceeds will be used for certification and manufacturing efforts, preparation for commercial operations, and general corporate purposes [7] Group 3: Capped Call Transactions - Joby has entered into capped call transactions to cover shares underlying the notes, with an initial cap price of $22.70 per share, representing a 100% premium over the public offering price [9][10] - These capped call transactions aim to reduce potential dilution of common stock upon conversion of the notes [10] - The capped call transactions are subject to anti-dilution adjustments and may affect the market price of Joby's common stock [11][12] Group 4: Management and Advisors - Morgan Stanley, Allen & Company LLC, and BofA Securities are acting as joint book-running managers for the offerings, with several other firms serving as co-managers [2] - ICR Capital LLC is serving as Joby's financial advisor for the note offering [2] Group 5: Company Overview - Joby Aviation, Inc. is a California-based company developing an all-electric, vertical take-off and landing air taxi service, intending to operate and sell its aircraft globally [15]

Core Viewpoint - Compass, Inc. plans to offer $750 million in convertible senior notes due 2031, with an option for initial purchasers to buy an additional $112.5 million within 13 days of issuance [1][2] Group 1: Offering Details - The notes will be senior unsecured obligations guaranteed by the Company's subsidiaries that also guarantee its existing revolving credit facility [2] - The net proceeds from the offering will be used for general corporate purposes, including repayment of existing indebtedness of Anywhere Real Estate Inc. if the merger is completed, and funding capped call transactions [2] Group 2: Conversion and Capped Call Transactions - The Company will satisfy conversion elections by paying cash, delivering shares of Class A common stock, or a combination of both at its discretion [3] - Capped call transactions are expected to reduce potential dilution of Class A common stock upon conversion of the notes and offset cash payments exceeding the principal amount of converted notes [4] Group 3: Market Impact and Hedging Activities - Counterparties may purchase shares of Class A common stock or enter into derivative transactions around the pricing of the notes, which could influence the market price of the stock and notes [5] - These activities may affect the ability of noteholders to convert the notes and the number of shares received upon conversion [5] Group 4: Company Overview - Compass is a leading tech-enabled real estate services company and the largest residential real estate brokerage in the U.S. by sales volume [7] - The Company provides an integrated platform for real estate agents, including cloud-based software for various critical functionalities [8]

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]

Core Viewpoint - Cipher Mining Inc. plans to offer $800 million in convertible senior notes due 2031, with an option for an additional $120 million, to fund data center construction and other corporate purposes [1][5]. Offering Details - The notes will be 0.00% convertible senior notes, maturing on October 1, 2031, and will not bear regular interest [1][2]. - The notes will be convertible under specific conditions before July 1, 2031, and at any time thereafter until maturity [2]. - Cipher will have the option to redeem the notes starting October 5, 2028, if certain stock price conditions are met [3]. Repurchase Conditions - In the event of a "fundamental change," noteholders may require Cipher to repurchase their notes for cash at the principal amount plus any accrued interest [4]. Use of Proceeds - A portion of the net proceeds will fund capped call transactions, data center construction at Barber Lake, and the acceleration of the high-performance computing strategy [5]. Capped Call Transactions - Cipher expects to enter into capped call transactions to reduce potential dilution from the notes and offset cash payments upon conversion [6][7]. - The capped call transactions will cover shares of Cipher's common stock and are subject to anti-dilution adjustments [7]. Market Impact - The establishment of hedges related to the capped call transactions may influence the market price of Cipher's common stock and the notes [8][9]. Company Overview - Cipher focuses on developing and operating industrial-scale data centers for bitcoin mining and high-performance computing hosting, aiming to lead in innovation within the industry [12].

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]