Bitdeer Technologies Group Announces Convertible Notes Offering
Bitdeer Technologies Group (NASDAQ: BTDR) has taken a significant step in financing its operations through a convertible senior notes offering valued at US$400 million. This initiative is aimed at enhancing their capabilities in Bitcoin mining and AI cloud solutions.
Details About the Notes
The offering comprises 4.00% Convertible Senior Notes set to mature in 2031. In an effort to attract qualified institutional buyers, Bitdeer undertook this offering under Rule 144A of the Securities Act. Notably, the notes are available for acquisition by those viewed as potential institutional investors and Bitdeer has extended an option to initial purchasers for an additional US$60 million of notes.
Interest and Maturity Dates
The notes will incur interest at a semiannual rate of 4.00%, with initial payments expected to commence on May 15, 2026. They are set to mature on November 15, 2031, unless they are converted, redeemed, or repurchased prior to this date.
Conversion and Redemption Features
Upon conversion, shareholders may receive cash, shares, or a combination, depending on the company's discretion. The conversion rate is pegged at 56.2635 Class A ordinary shares for every US$1,000 principal amount, thus establishing a conversion price of approximately US$17.77 per Class A share. For potential redemption, Bitdeer reserves the right to redeem notes under specific market conditions starting November 20, 2028, ensuring they meet certain financial thresholds.
Use of Proceeds from the Offering
The net proceeds from this offering are anticipated to reach approximately US$388 million. Bitdeer plans to allocate these funds towards a variety of growth initiatives including:
- Repurchasing existing convertible senior notes.
- Investing in datacenter expansion to enhance their presence in Bitcoin mining.
- Developing and manufacturing ASIC-based mining equipment.
- Expanding their capabilities in high-performance computing (HPC) and AI cloud services.
Understanding the Capped Call Transactions
As part of this offering strategy, Bitdeer has engaged in capped call transactions with selected option counterparties to manage potential dilution. These transactions are intended to cover the number of Class A ordinary shares underlying the convertible notes.
Implications of Capped Call Transactions
The capped call transactions have a cap price set at US$27.88 per Class A share, marking a significant premium compared to the offering price. This strategic move is designed to mitigate dilution impacts should conversion occur. Additional capped call transactions may be executed if the initial purchasers opt for more notes.
Concurrent Registered Direct Offering
Bitdeer has also initiated a separate registered direct offering of 10,661,140 Class A ordinary shares priced at US$13.94 each. The proceeds from this offering will subsequently contribute to repurchasing US$200 million of existing convertible notes, reinforcing their financial strategy.
Impact on Market Behavior
The activity surrounding these offerings could lead to notable fluctuations in the market price of Class A ordinary shares. As hedged holders unwind their equity positions, the resultant buying or selling pressure in the market is likely to affect share prices significantly.
About Bitdeer Technologies Group
Bitdeer operates as a premier technology provider specializing in Bitcoin mining and AI cloud solutions. Their service offerings encompass comprehensive solutions from equipment procurement to daily operations in data centers. With a commitment to innovation, Bitdeer aims to meet high market demand in both areas efficiently. Headquartered in Singapore, the company has successfully established operational sites across several international locations, showcasing their global footprint in the tech landscape.
For investor and media inquiries, please contact:
Investor Relations
Orange Group
Yujia Zhai
bitdeerir@orangegroupadvisors.com
Public Relations
BlocksBridge Consulting
Nishant Sharma
bitdeer@blocksbridge.com
Frequently Asked Questions
What is the total amount of Convertible Senior Notes offered by Bitdeer?
Bitdeer is offering US$400 million in Convertible Senior Notes.
What is the interest rate on the Convertible Senior Notes?
The notes carry a 4.00% annual interest rate, payable semiannually.
When do the notes mature?
The maturity date for these notes is set for November 15, 2031.
How does Bitdeer plan to utilize the proceeds from the offering?
Proceeds will be used for noting repurchases, datacenter expansion, and other corporate investments.
What is the conversion rate for the Convertible Senior Notes?
The initial conversion rate is set at 56.2635 Class A ordinary shares per US$1,000 principal amount of notes.
