Workflow
Capped Call Transactions
icon
Search documents
Bitdeer Announces Pricing of US$400.0 Million Convertible Senior Notes Offering
Globenewswire· 2025-11-13 13:30
Core Viewpoint - Bitdeer Technologies Group has announced a private placement of $400 million in 4.00% Convertible Senior Notes due 2031, with an option for initial purchasers to buy an additional $60 million, expected to close on November 17, 2025 [1][2]. Summary by Sections Convertible Notes Details - The notes will accrue interest at 4.00% per year, payable semiannually starting May 15, 2026, and will mature on November 15, 2031 [2]. - The initial conversion rate is set at 56.2635 Class A ordinary shares per $1,000 principal amount, equating to an initial conversion price of approximately $17.77 per share, representing a 27.5% premium over the offering price [2]. Redemption and Repurchase Conditions - Bitdeer may redeem the notes for cash starting November 20, 2028, if certain conditions regarding the stock price and liquidity are met [3]. - The company can also redeem all but not part of the notes if less than $50 million remains outstanding, or in the event of tax law changes [4]. - Holders may require Bitdeer to repurchase their notes at a price equal to 100% of the principal amount plus accrued interest if a "fundamental change" occurs [5]. Use of Proceeds - Net proceeds from the notes offering are estimated at approximately $388 million, intended for capped call transactions, repurchasing existing convertible notes, datacenter expansion, ASIC mining rig development, and general corporate purposes [6][7]. Capped Call Transactions - Bitdeer has entered into capped call transactions to offset potential dilution from the conversion of the notes, with an initial cap price of $27.88 per share [8][9]. Concurrent Registered Direct Offering - Bitdeer is also conducting a registered direct offering of 10,661,140 Class A ordinary shares at $13.94 per share, with proceeds to be used for repurchasing $200 million of its November 2029 notes [12]. Company Overview - Bitdeer is a leading technology company focused on Bitcoin mining and AI cloud services, providing comprehensive solutions including equipment procurement, datacenter design, and daily operations [18].
IREN Prices $875 Million Convertible Notes Offering
Globenewswire· 2025-10-09 10:01
Core Viewpoint - IREN Limited has announced the pricing of an offering of $875 million in convertible senior notes due 2031, aimed at qualified institutional buyers under Rule 144A of the Securities Act [1] Transaction Details - The offering consists of $875 million aggregate principal amount of 0.00% convertible senior notes [1] - The notes will mature on July 1, 2031, and will not bear regular interest [5] - The initial conversion rate is set at 11.6784 ordinary shares per $1,000 principal amount of notes, equating to an initial conversion price of approximately $85.63 per share, representing a 42.5% premium over the last reported sale price of $60.09 on October 8, 2025 [5][11] Use of Proceeds - IREN estimates net proceeds from the offering to be approximately $856.5 million, or $979.0 million if the initial purchasers fully exercise their option to purchase additional notes [3] - Approximately $49.6 million of the net proceeds will fund capped call transactions, with the remainder allocated for general corporate purposes and working capital [4] Capped Call Transactions - IREN has entered into capped call transactions expected to hedge conversions up to an initial cap price of $120.18 per share, which represents a 100% premium over the last reported sale price [9][11] - The capped call transactions are designed to reduce potential dilution to IREN's ordinary shares upon conversion of the notes [12] Company Overview - IREN is a leading developer and operator of next-generation data centers, focusing on Bitcoin, AI, and renewable energy [19] - The company operates 810MW of data centers and has secured 2,910MW of grid-connected power across over 2,000 acres in the U.S. and Canada [21]
IREN Announces Proposed Convertible Notes Offering
Globenewswire· 2025-10-07 20:04
Core Viewpoint - IREN Limited plans to offer $875 million in convertible senior notes due 2031, with an option for an additional $125 million, aimed at qualified institutional buyers under Rule 144A of the Securities Act [1] Summary by Sections Description of Notes - The notes will be senior, unsecured obligations of IREN, accruing interest payable semi-annually and maturing on July 1, 2031, with conversion rights for noteholders under specific conditions [2] - IREN will have the option to redeem the notes starting January 8, 2029, if certain conditions regarding the share price are met [3] Corporate Events and Repurchase Rights - In the event of a "fundamental change," noteholders may require IREN to repurchase their notes for cash at the principal amount plus accrued interest [4] Use of Proceeds - A portion of the net proceeds will fund capped call transactions, with the remainder allocated for general corporate purposes and working capital [5] Capped Call Transactions - IREN plans to enter capped call transactions to mitigate potential dilution from note conversions, with adjustments based on market conditions [6][7] - The capped call transactions will be cash settled until IREN receives shareholder approval for share repurchases [7] Market Activity and Impact - Initial hedging activities related to the capped call transactions may influence the market price of IREN's ordinary shares [9] - Option counterparties may adjust their hedge positions, potentially affecting the market price of IREN's shares and the conversion process for noteholders [10] Company Overview - IREN is a leading developer and operator of next-generation data centers, focusing on Bitcoin mining, AI cloud services, and utilizing 100% renewable energy [15]
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].