Bitdeer plans $300 million convertible notes offering

Bitdeer Technologies Group (NASDAQ: BTDR) announced plans to offer $300 million in convertible senior notes due 2032 through a private placement to qualified institutional buyers. The Bitcoin mining and AI infrastructure company also intends to grant initial purchasers an option to buy up to an additional $45 million in notes within 13 days of issuance.

The notes will be senior unsecured obligations that accrue interest payable semiannually. Upon conversion, Bitdeer may pay cash, Class A ordinary shares, or a combination at its discretion. Interest rates, conversion rates, and other terms will be determined at pricing.

Bitdeer plans to use proceeds for datacenter expansion, high-performance computing and AI cloud business growth, ASIC-based mining rig development and manufacturing, plus working capital and general corporate purposes. A portion will fund capped call transactions and repurchase existing debt.

The company intends to enter capped call transactions with option counterparties to offset potential dilution from note conversions. These transactions may affect the stock price as counterparties establish and adjust hedge positions through derivative transactions and share purchases or sales.

Separately, Bitdeer announced plans for a registered direct offering of Class A ordinary shares. Proceeds from both offerings will partially fund repurchases of existing 5.25% convertible senior notes due 2029 through privately negotiated transactions.

The registered direct offering completion depends on completing the notes offering and note repurchases. The note repurchase transactions require completion of both the notes offering and registered direct offering. However, the notes offering completion does not depend on the other transactions.

The notes and any shares from conversions will not be registered under securities laws and may only be sold through applicable exemptions or registration.

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