Bitdeer Technologies Group (NASDAQ:BTDR) saw its stock sink 18% Thursday morning after the Bitcoin mining and AI infrastructure firm disclosed plans to raise capital through a $300 million convertible senior notes issuance alongside a separate registered direct share sale.
The company said it plans to issue $300 million of convertible senior notes due in 2032 through a private placement to qualified institutional buyers. Initial purchasers will have the option to acquire up to an additional $45 million of notes. In a separate move, Bitdeer intends to conduct a registered direct offering of Class A ordinary shares to certain holders of its existing 5.25% convertible senior notes maturing in 2029.
Proceeds from the transactions will be used in part to enter into capped call arrangements designed to mitigate potential dilution from the newly issued notes, as well as to repurchase a portion of the outstanding 2029 convertible notes. Remaining funds are earmarked for expansion of data center capacity, scaling its high-performance computing (HPC) and AI cloud operations, and advancing development of ASIC-based mining equipment.
Bitdeer noted that completion of the registered direct equity offering depends on both the successful pricing of the new notes and the execution of the related note repurchase. However, the convertible notes offering itself does not hinge on the other transactions closing.
The notes will be senior unsecured obligations bearing semiannual interest payments. Upon conversion, the company may settle in cash, Class A ordinary shares, or a mix of both, at its discretion. Final terms, including the interest rate and conversion price, will be set at the time of pricing.
Barclays Capital Inc. is acting as placement agent for the registered direct offering, while ICR Capital LLC is serving as financial advisor.