Keel Infrastructure (NASDAQ/TSX: KEEL) announced Friday the pricing of $400 million in 1.250% convertible senior notes due 2032, upsizing the deal from a previously announced $350 million.
The company, which became the parent of Bitfarms on April 1 following a U.S. redomiciliation and rebrand, said the proceeds will fund capped call transactions and support data center expansion
Keel also granted initial purchasers a 13-day option to buy up to an additional $58 million in notes. The offering is expected to close on or about June 9, subject to market conditions and approvals from the Toronto Stock Exchange and Nasdaq. Bitfarms, now a wholly owned subsidiary, will fully and unconditionally guarantee the notes on a senior unsecured basis.
The notes carry an initial conversion price of approximately $7.41 per share, a 25% premium to Keel’s June 4 Nasdaq closing price of $5.93. The initial conversion rate is 134.9073 shares per $1,000 principal amount. Capped calls and dilution protection In connection with pricing, Keel entered into privately negotiated capped call transactions designed to reduce potential dilution from conversion and offset cash payments the company could owe above principal on converted notes.