Convertible Notes Offering

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enCore Energy Corp. Hosts Corporate Update
Prnewswire· 2025-08-25 21:49
Core Viewpoint - enCore Energy Corp. has successfully closed a $115 million USD offering of senior unsecured convertible notes, providing the company with long-term capital and flexibility for future operations [2][3] Group 1: Corporate Update - The company will host a corporate update on August 27, 2025, covering current operations in South Texas, the expansion of the Alta Mesa project, and details regarding the recent convertible notes offering [1] Group 2: Convertible Notes Details - The convertible notes have a maturity date of August 15, 2030, and bear a cash interest rate of 5.50% [2][3] - The company has the option to pay the principal in cash, common shares, or a combination thereof upon investor conversions [3] - enCore retains the right to redeem the notes early, compelling conversion if the stock price exceeds $4.28 USD for 20 out of 30 trading days starting August 21, 2028 [3] Group 3: Capped-Call Arrangement - A private capped-call arrangement has been established with leading banks to minimize future dilution from the notes, raising the effective conversion premium from 127.5% to 175% above the closing price prior to the announcement [4] - This strategy allows the company to diversify its investor base and raise capital without immediate dilution until the stock price exceeds approximately $4.52 USD per share [4] Group 4: Company Overview - enCore Energy Corp. is focused on providing clean, reliable, and affordable fuel for nuclear energy, being the only U.S. uranium company with multiple Central Processing Plants in operation [6] - The company utilizes in-situ recovery (ISR) for uranium extraction, a proven technology co-developed by its leadership [6] - Future projects include the Dewey-Burdock project in South Dakota and the Gas Hills project in Wyoming, alongside other non-core assets [7]
enCore Energy Corp. Completes Upsized $115 Million Offering of Senior Convertible Notes
Prnewswire· 2025-08-22 20:15
Core Points - enCore Energy Corp. has successfully closed an offering of $115 million in 5.50% Convertible Senior Notes due 2030, which includes an upsized offering of $100 million and a full exercise of a $15 million option [1][3] - The initial conversion rate for the Convertible Notes is set at 303.9976 common shares per $1,000 principal amount, translating to an initial conversion price of $3.2895 per common share, representing a 27.5% premium over the last reported sale price of $2.58 per share on August 19, 2025 [2] - The net proceeds from the offering amount to approximately $109.8 million, with $11.5 million allocated for capped call transactions and $10.6 million for repaying outstanding loan amounts, while the remainder will be used for general corporate purposes [3] Company Overview - enCore Energy Corp. is recognized as America's Clean Energy Company™, focusing on providing clean, reliable, and affordable fuel for nuclear energy, being the only U.S. uranium company with multiple Central Processing Plants in operation [6] - The company employs In-Situ Recovery (ISR) technology for uranium extraction, which is a proven method co-developed by its leadership team [6] - Future projects in enCore's pipeline include the Dewey-Burdock project in South Dakota and the Gas Hills project in Wyoming, alongside other non-core assets and proprietary databases [7]
TeraWulf Inc. Announces Full Exercise of Greenshoe Option in $1.0 Billion Convertible Senior Notes Offering
Globenewswire· 2025-08-22 20:05
Core Viewpoint - TeraWulf Inc. has successfully completed the offering of 1.00% Convertible Senior Notes due 2031, raising a total of $1.0 billion, including an additional $150 million from the exercise of the greenshoe option [1][2][3] Group 1: Offering Details - The Convertible Notes were offered in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933 [2] - The total principal amount of Convertible Notes sold in the offering reached $1.0 billion, including the additional notes purchased [1][3] Group 2: Financial Proceeds - Net proceeds from the offering, after deducting discounts, commissions, and estimated expenses, amounted to approximately $975.2 million [3] - The company allocated $100.6 million of the net proceeds to fund capped call transactions, with the remaining proceeds directed towards data center expansion and general corporate purposes [3] Group 3: Capped Call Transactions - In connection with the additional notes, TeraWulf entered into capped call transactions with a cap price of $18.76, which is a 100% premium over the last reported sale price of its common stock [2]
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].
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].
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]
FirstEnergy Announces Proposed Offering of $950 Million of Convertible Senior Notes Due 2029 and $850 Million of Convertible Senior Notes Due 2031
Prnewswire· 2025-06-09 10:30
Core Viewpoint - FirstEnergy Corp. plans to offer $950 million of convertible senior notes due 2029 and $850 million due 2031 in a private placement, with an option for initial purchasers to buy an additional $150 million of each series within 13 days of issuance [1][2]. Group 1: Offering Details - The offering consists of two series of convertible senior notes: the 2029 Notes and the 2031 Notes, totaling $1.8 billion [1]. - The Notes will be unsecured and unsubordinated obligations of FirstEnergy, convertible under certain conditions, with interest payable semiannually [3]. - The offering is targeted at qualified institutional buyers under Rule 144A of the Securities Act, and the Notes will not be registered under the Securities Act [4]. Group 2: Use of Proceeds - Net proceeds from the offering will be used for repurchasing existing convertible senior notes, repaying or refinancing existing debt, and general corporate purposes [2]. Group 3: Company Overview - FirstEnergy serves over 6 million customers across several states and operates approximately 24,000 miles of transmission lines [6].
WEC Energy Group announces offering of Convertible Senior Notes due 2028
Prnewswire· 2025-06-05 10:46
Group 1 - WEC Energy Group, Inc. plans to offer $700 million in convertible senior notes due 2028 in a private offering to qualified institutional buyers [1][2] - The company may grant initial purchasers an option to buy an additional $105 million in convertible notes within 13 days of the initial issuance [1] - The final terms of the convertible notes, including conversion price and interest rate, will be determined at the time of pricing [2] Group 2 - The convertible notes will be senior, unsecured obligations, with interest paid semiannually and maturity on June 1, 2028 [2] - Holders can convert their notes under specific conditions before March 1, 2028, and at any time thereafter until two trading days before maturity [3] - Upon conversion, WEC Energy Group will pay cash for the principal amount and may pay or deliver cash, shares, or a combination for any excess [3] Group 3 - The net proceeds from the offering will be used for general corporate purposes, including repayment of short-term debt [4] - WEC Energy Group serves 4.7 million customers across Wisconsin, Illinois, Michigan, and Minnesota [6] - The company's principal utilities include We Energies, Wisconsin Public Service, and others, with a subsidiary focused on renewable generation facilities [7]
Lucid Group, Inc. Announces Closing of Private Offering of $1.1 Billion of Convertible Senior Notes Due 2030
Prnewswire· 2025-04-08 20:05
Core Viewpoint - Lucid Group, Inc. has successfully closed a $1.1 billion convertible senior notes offering due in 2030, which is expected to enhance its growth prospects and strengthen its partnership with the Public Investment Fund (PIF) [2][3]. Group 1: Offering Details - The offering includes an aggregate principal amount of $1.1 billion in convertible senior notes, with an additional $100 million option exercised by initial purchasers [2]. - The effective conversion price of the notes is set at $4.80 per share, representing a 100% premium over the last reported sale price of $2.40 per share on April 2, 2025 [3]. - The net proceeds from the offering are approximately $1,082.2 million after deducting discounts, commissions, and estimated expenses [4]. Group 2: Use of Proceeds - Approximately $935.6 million of the net proceeds will be used to repurchase about $1,052.5 million of existing 1.25% convertible senior notes due in 2026 [4]. - About $118.3 million of the net proceeds is allocated to cover the costs of capped call transactions [4]. - The remaining proceeds will be utilized for general corporate purposes [4]. Group 3: Strategic Implications - The partnership with the PIF is highlighted as a key strategic differentiator for Lucid, aiding in its pursuit of a sustainable future [3]. - The company has the flexibility to settle conversions in cash, shares, or a combination, which may help manage potential dilution or cash obligations [5].