Goodwin’s Capital Markets team advised the initial purchasers on a Rule 144A offering by Bitdeer Technologies Group of its 4.00% convertible senior notes due 2031. The initial conversion price of the notes represents a premium of approximately 27.5% over the reference price of $13.94 per share. In connection with the notes offering, Goodwin also advised certain investment bank dealers on Bitdeer’s capped call transactions. The capped calls mitigate equity dilution and/or offset payments due upon conversion of the notes and effectively raise the conversion price of the notes to approximately $27.88 per share, a 100% premium over the reference price. In addition, Goodwin advised the placement agent on Bitdeer’s concurrent registered direct offering of 10,661,140 of its Class A ordinary shares. Bitdeer used the net proceeds from the registered direct offering, together with a portion of the net proceeds from the notes offering, to repurchase $200 million in aggregate principal amount of its 5.25% convertible senior notes due 2029 in privately negotiated transactions, and to pay the cost of the capped call transactions. Bitdeer intends to use the remaining net proceeds for datacenter expansion, ASIC based mining rig development and manufacture, and expansion of its HPC and AI cloud business, as well as working capital and other general corporate purposes.
Bitdeer (Nasdaq: BTDR) is a world-leading technology company for Bitcoin mining and AI cloud.
Goodwin’s product team consisted of Jim Barri, John Servidio, Kim de Glossop, Jonathan Burr, Gaby Boria, and Christian Fan. The corporate team consisted of Ben Marsh, Justin Platt, Alicia Tschirhart, Lauren Zhang, Swetha Gopalakrishnan and Julia Novick. Dan Karelitz and Garrett Gaughan provided tax advice.
For more information, please see Bitdeer’s pricing press release for the offering.