Goodwin’s Capital Markets team advised the initial purchasers on a Rule 144A offering of its 5.00% convertible senior notes due 2031. The offering was increased from the initially announced $300 million and included the full exercise of the initial purchasers’ option to purchase $50 million of additional notes. The initial conversion price of the notes represents a premium of approximately 25% over the reference price of $7.94 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 $15.88 per share, a 100% premium over the reference price. In addition, Goodwin advised the placement agent on Bitdeer’s concurrent registered direct offering of 5,503,030 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 $135 million in aggregate principal amount of its 5.25% convertible senior notes due 2029 in privately negotiated transactions and pay the cost of the capped call transactions. Bitdeer intends to use the remaining net proceeds from the offerings for data center expansion, HPC and AI cloud business expansion, ASIC-based mining rig development and manufacture, as well as working capital and other general corporate purposes.
Bitdeer (Nasdaq: BTDR) is a world-leading technology company for Bitcoin mining and AI infrastructure.
Goodwin’s product team consisted of Jim Barri, John Servidio, Kim De Glossop, Griffin Drake, Tom Underwood, and Benjamin Deitch. The corporate and equity capital markets team consisted of Ben Marsh, Justin Platt, Alicia Tschirhart, Evan Lee, Haylee Brown, and Julia Novick. Dan Karelitz and Garrett Gaughan provided tax advice.
For more information, please see Bitdeer’s pricing press release for the notes offering and pricing press release for the registered direct offering.