Keel Infrastructure prices upsized $400 million convertible note offering for data center buildout

Keel Infrastructure (NASDAQ/TSX: KEEL) announced Friday the pricing of $400 cardinal successful 1.250% convertible elder notes owed 2032, upsizing the woody from a antecedently announced $350 million. The company, which became the genitor of Bitfarms connected April 1 pursuing a U.S. redomiciliation and rebrand, said the proceeds volition money capped telephone transactions and enactment information halfway expansion.

Keel besides granted archetypal purchasers a 13-day enactment to bargain up to an further $58 cardinal successful notes. The offering is expected to adjacent connected oregon astir June 9, taxable to marketplace conditions and approvals from the Toronto Stock Exchange and Nasdaq. Bitfarms, present a wholly owned subsidiary, volition afloat and unconditionally warrant the notes connected a elder unsecured basis.

The notes transportation an archetypal conversion terms of astir $7.41 per share, a 25% premium to Keel’s June 4 Nasdaq closing terms of $5.93. The archetypal conversion complaint is 134.9073 shares per $1,000 main amount.

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Capped calls and dilution extortion

In transportation with pricing, Keel entered into privately negotiated capped telephone transactions designed to trim imaginable dilution from conversion and offset currency payments the institution could beryllium supra main connected converted notes. The headdress terms is initially $11.86 per share, a 100% premium to the June 4 close.

Keel disclosed that capped telephone counterparties oregon their affiliates whitethorn acquisition shares oregon participate derivative transactions astir pricing and set those hedges later. The institution said this enactment could impact the marketplace terms of some the communal banal and the notes.

Use of proceeds

Keel said it intends to usage a information of the nett proceeds to money the capped telephone transactions and the remainder for wide firm purposes. Those purposes whitethorn see deposits for long-lead instrumentality and collateral for letters of recognition tied to expanding oregon accelerating information halfway improvement projects.

The institution said its existing liquidity is expected to beryllium capable to make its Panther Creek, Sharon, and Moses Lake projects done leasing. The further superior from this offering is intended to “improve the Company’s flexibility to marque value-add investments crossed the Company’s existent developments,” according to the filing.

Keel Infrastructure describes itself arsenic a North American integer and vigor infrastructure institution that develops and owns information centers for AI/HPC workloads. The institution says it has a pipeline of 2.2 gigawatts with established grid interconnections crossed Pennsylvania, Washington, and Québec.