BKV prices $500M convertible notes offering due 2031
BKV Corporation (NYSE: BKV) has priced an upsized offering of $500 million in aggregate principal amount of 1.625% convertible senior notes due 2031, up from an initially announced $400 million, according to a press release from the Denver-based natural gas company.
The notes are scheduled to settle on September 14, 2026, and will mature on October 15, 2031. Interest will be paid semi-annually on April 15 and October 15 each year, beginning April 15, 2027. BKV also granted initial purchasers an option to buy up to an additional $75 million in notes within 13 days of issuance.
The initial conversion rate is set at 31.3161 shares of common stock per $1,000 principal amount, representing a conversion price of approximately $31.93 per share — a 32.5% premium over the September 9, 2026 closing price of $24.10 on the New York Stock Exchange.
BKV estimates net proceeds of approximately $481.8 million, or approximately $554.7 million if the purchaser option is fully exercised, after deducting discounts, commissions, and expenses.
The company plans to use approximately $56.3 million of the proceeds to fund capped call transactions and $35.0 million to repurchase 1,452,282 shares of common stock at $24.10 per share. The remainder is earmarked for general corporate purposes, including repayment of outstanding debt and capital expenditures.
In connection with the offering, BKV entered into capped call transactions with an initial cap price of $48.20 per share, representing a 100% premium over the September 9, 2026 closing price. The transactions are intended to reduce potential dilution to common stockholders upon conversion of the notes.
The notes are being offered in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933 and have not been registered under federal securities laws.
