CleanSpark announces $1 billion convertible notes offering

CleanSpark Inc. (NASDAQ: CLSK) announced its intention to offer $1 billion in convertible senior notes due 2032 through a private placement to qualified institutional buyers.

The bitcoin mining company said it expects to grant initial purchasers an option to purchase up to an additional $200 million of the notes within 13 days of issuance. The offering remains subject to market conditions.

CleanSpark plans to use up to $400 million of net proceeds to repurchase shares from convertible note investors. The remaining funds will support expansion of the company's power and land portfolio, data center infrastructure development, repayment of bitcoin-backed credit lines, and general corporate purposes.

The convertible notes will not bear regular interest and will mature on February 15, 2032. Prior to August 15, 2031, the notes will be convertible only under certain conditions. After that date, they will be convertible at any time until two trading days before maturity.

CleanSpark retains the option to settle conversions in cash, common stock, or a combination of both. The initial conversion rate and other terms will be determined during pricing negotiations with purchasers.

The company expects share repurchases from certain note investors to occur in private transactions concurrent with the offering's pricing. The purchase price per share is expected to equal the closing stock price on the pricing date.

The notes and any shares issuable upon conversion have not been registered under the Securities Act of 1933. The offering will be conducted under Rule 144A to qualified institutional buyers only.

CleanSpark operates a portfolio of more than 1.3 GW of power, land, and data centers across the United States, according to the company statement.

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