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Bitdeer Announces Proposed Private Placement of US$300.0 Million of Convertible Senior Notes

BTDR
  • Bitdeer Technologies Group (NASDAQ: BTDR) intends to offer US$300 million in principal amount of Convertible Senior Notes due 2032 via a private placement to qualified institutional buyers under Rule 144A.
  • Initial purchasers may exercise an option to buy up to an additional US$45 million in notes within a 13-day period following the initial issuance.
  • The notes will be general, senior unsecured obligations with semiannual interest payments, convertible into cash, Class A ordinary shares, or a combination at Bitdeer's election.
  • Specific terms including interest rate, initial conversion rate, & repurchase rights will be determined at the time of pricing.
  • Net proceeds from the offering will fund capped call transactions, concurrent note repurchases, datacenter expansion, HPC & AI cloud business growth, ASIC mining rig development, & working capital.
  • Bitdeer plans to enter into capped call transactions with option counterparties to offset potential dilution to Class A ordinary shares resulting from note conversions.
  • Counterparties may engage in derivative transactions or secondary market trading to establish & unwind hedges, which could impact the market price of shares or notes.
  • Bitdeer concurrently announced a registered direct offering of Class A ordinary shares to fund the repurchase of a portion of its existing 5.25% convertible senior notes due 2029.
  • Completion of the registered direct offering & note repurchase transactions is contingent on the completion of the notes offering.
  • Hedged holders of the November 2029 notes may unwind positions by purchasing shares in the registered direct offering or entering derivatives, potentially affecting share prices.
  • The notes & shares are unregistered under the Securities Act & cannot be offered or sold in the US without registration or an applicable exemption.