Bitfarms (NASDAQ: BITF) has proposed a US$300 million offering of convertible senior notes that are set to mature on January 15, 2031. There is an option for initial purchasers to acquire an additional US$60 million. Interest on these notes will be paid semi-annually starting from July 15, 2026. The notes are convertible into cash, common shares, or a mix, as decided by the company. The conversion terms and initial conversion rate will be established at the time of pricing. The net proceeds will be allocated for general corporate purposes and to finance cash-settled capped call transactions, aimed at minimizing economic dilution up to a cap of 125% premium over the last reported Nasdaq sale price on the pricing date. The offering is contingent on market conditions and exchange approvals and will be available exclusively to qualified institutional buyers.
Positive Aspects
- Proposed capital raise of US$300 million
- Initial purchaser option of US$60 million
- Capped calls designed to mitigate dilution up to 125% premium
Negative Aspects
- Offering subject to approvals from the Toronto Stock Exchange and Nasdaq
- Convertible feature may lead to share dilution upon conversion
- Hedging activities could increase share price volatility
Insights
Bitfarms plans a
Bitfarms aims to issue convertible senior notes due
The capped calls will target a dilution cap of
