Bitcoin miner Bitdeer (NASDAQ: BTDR) priced an upsized $325 million convertible senior note offering on Friday, following a fourth-quarter report where revenue grew 200%. The aggregate principal amount increased from the previously announced $300 million target.
The 5% notes mature on March 1, 2032, and include a $50 million option for initial purchasers over a 13-day window. Interest is payable semiannually beginning on September 1. The initial conversion rate is set at 100.7557 Class A shares per $1,000 principal, which equates to roughly $9.93 per share.
The conversion price represents a 25% premium over a concurrent registered direct equity offering. Bitdeer will pay or deliver cash, Class A ordinary shares, or a combination of both upon conversion.
Bitdeer anticipates $315.1 million in net proceeds from the base offering. The net proceeds could reach $363.7 million if initial purchasers exercise the full option. The Bitcoin miner plans to allocate the remaining capital for datacenter expansion, AI/HPC business growth, and ASIC mining rig manufacturing.
This capital raise follows a period of growth where Bitdeer reached 71 EH/s in total hashrate. The revenue expansion provided fundamental backing for the upsized debt offering.
To manage equity dilution, Bitdeer allocated $29.2 million to fund capped call transactions. The cap price is $15.88 per Class A share, representing a 100% premium over the registered direct offering price. Option counterparties may enter into derivative transactions regarding the Class A shares to establish initial hedges.
Bitdeer is also dedicating $138.2 million to repurchase $135 million of existing 5.25% convertible notes due 2029. Retiring the 2029 notes effectively pushes the debt maturity wall further into the future. The debt repurchase utilizes proceeds from both the direct share offering and the new notes.
A concurrent registered direct offering is set to settle on Thursday. Bitdeer is selling 5.5 million Class A shares at $7.94 per share. Completion of the registered direct offering remains contingent on the closing of the notes offering and the note repurchase transactions.
Meanwhile, the planned infrastructure expansion faces legal scrutiny at a flagship site in Clarington, Ohio. A recent lawsuit involving the 570-megawatt facility introduces execution risk for the deployment of the newly raised capital. The Clarington site represents a major component of the planned datacenter expansion.
