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Solaris Energy Infrastructure, Inc. Announces Proposed Convertible Senior Notes Offering
Businesswire· 2025-10-06 20:40
HOUSTON--(BUSINESS WIRE)--SEI announces proposed $600 million convertible senior note offering due 2031 to repay term loan, fund growth, and purchase a capped call. ...
Energy Fuels Announces Pricing of Upsized $600 Million Offering of 0.75% Convertible Senior Notes Due 2031
Prnewswire· 2025-10-01 06:35
Accessibility StatementSkip Navigation DENVER, Oct. 1, 2025 /PRNewswire/ - Energy Fuels Inc. ("Energy Fuels") (NYSE: UUUU) (TSX: EFR), a leading U.S. producer of uranium, rare earths, and critical minerals, today announced the pricing of $600 million aggregate principal amount of 0.75% Convertible Senior Notes due 2031 (the "notes") in a private placement (the "offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (t ...
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]
Ligand Announces Pricing of $400 Million Convertible Senior Notes Offering
Globenewswire· 2025-08-12 03:46
Core Viewpoint - Ligand Pharmaceuticals has announced a private placement of $400 million in 0.75% convertible senior notes due 2030, with an option for initial purchasers to buy an additional $60 million in notes, expected to close on August 14, 2025 [1][3]. Summary by Sections Offering Details - The notes will be general unsecured, senior obligations of Ligand, accruing interest at 0.75% per annum, payable semiannually starting April 1, 2026, and maturing on October 1, 2030 [2][3]. - Ligand estimates net proceeds from the offering to be approximately $386.9 million, or $445.1 million if the additional notes option is fully exercised [3]. Use of Proceeds - Approximately $39.9 million of the net proceeds will be used for convertible note hedge transactions, and $15 million will be allocated for repurchasing 102,034 shares of common stock at $147.01 per share [3][12]. - Remaining proceeds will be used for general corporate purposes, including potential investments in complementary businesses, although no commitments currently exist [3]. Conversion and Redemption - Holders can convert their notes under certain conditions before July 1, 2030, and thereafter until the second trading day before maturity [4]. - Upon conversion, Ligand will pay cash up to the principal amount and may pay the remainder in cash, shares, or a combination [5]. - The initial conversion rate is set at 5.1338 shares per $1,000 principal amount, equating to a conversion price of approximately $194.79 per share, representing a 32.5% premium over the last reported sale price [5]. Redemption Terms - Ligand may redeem the notes starting October 6, 2028, if the stock price meets certain conditions, at a redemption price equal to 100% of the principal amount plus accrued interest [6]. Fundamental Change and Hedges - In the event of a fundamental change, holders may require Ligand to repurchase their notes at 100% of the principal amount plus accrued interest [7][8]. - Ligand has entered into convertible note hedge transactions to reduce potential dilution upon conversion and has also issued warrants that could have a dilutive effect if the stock price exceeds the strike price of $294.02 per share [9][10]. Company Overview - Ligand Pharmaceuticals focuses on supporting the clinical development of high-value medicines through financing and licensing technologies, aiming to create a diversified portfolio of biotech and pharmaceutical revenue streams [16].
MARA Holdings, Inc. Announces Proposed Private Offering of $850 Million of Zero Coupon Convertible Senior Notes
GlobeNewswire News Room· 2025-07-23 11:00
Core Viewpoint - MARA Holdings, Inc. plans to offer $850 million of 0.00% convertible senior notes due 2032, with an option for an additional $150 million, subject to market conditions [1][2] Group 1: Offering Details - The notes will be unsecured and are not expected to bear regular interest, with special interest payable semi-annually starting February 1, 2026 [2] - The notes will mature on August 1, 2032, and can be redeemed by MARA starting January 15, 2030, under certain conditions [2] - Holders can require MARA to repurchase their notes on January 4, 2030, if the stock price is below the conversion price [2] Group 2: Use of Proceeds - MARA intends to use up to $50 million of the net proceeds to repurchase existing 1.00% convertible senior notes due 2026, with the remainder for capped call transactions, acquiring bitcoin, and general corporate purposes [3] Group 3: Market Impact - The repurchase of the 1.00% 2026 convertible notes may lead to significant market activity as hedged holders unwind their positions, potentially affecting MARA's stock price [4] - Capped call transactions are expected to reduce dilution upon conversion of the notes and offset cash payments exceeding the principal amount [5] Group 4: Regulatory Compliance - The notes will be offered to qualified institutional buyers under Rule 144A of the Securities Act, and the offering has not been registered under the Securities Act [7]
Cipher Mining Announces Proposed Convertible Senior Notes Offering and Proposed Hedging Transaction to Place Borrowed Common Stock
Globenewswire· 2025-05-20 20:05
Core Viewpoint - Cipher Mining Inc. intends to offer $150 million in convertible senior notes due 2030, with an option for underwriters to purchase an additional $22.5 million to cover over-allotments [1][2]. Group 1: Offering Details - The notes will be senior, unsecured obligations, accruing interest payable semiannually and maturing on May 15, 2030 [2]. - Noteholders can convert their notes under certain conditions, with settlement options including cash, common stock, or a combination of both [2][5]. - The notes are redeemable at Cipher's option starting May 22, 2028, if the stock price exceeds 130% of the conversion price for a specified period [3]. Group 2: Repurchase Rights - 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]. - Noteholders can also require repurchase on May 15, 2028, under similar terms [4]. Group 3: Use of Proceeds - The net proceeds from the offering will be used to complete Phase 1 of the Black Pearl data center project, including purchasing mining rigs, paying tariffs, and other capital expenditures [6]. - An amendment to the Future Sales and Purchase Agreement with Bitmain Technologies allows for an updated delivery schedule and a 10% cost reduction for early payment [6]. Group 4: Concurrent Offering - Morgan Stanley will conduct a concurrent delta offering of Cipher's common stock to facilitate hedging transactions for purchasers of the notes [7]. - The completion of both the notes offering and the concurrent delta offering is interdependent [7]. Group 5: Regulatory Compliance - The offerings are made under an effective shelf registration statement with the SEC, and detailed information will be provided in prospectus supplements [8]. Group 6: Company Overview - Cipher focuses on developing and operating industrial-scale data centers for bitcoin mining and high-performance computing (HPC) hosting, aiming to be a market leader in innovation [10].