Terawulf Inc. (NASDAQ: WULF), a leading owner and operator of predominantly zero-carbon digital infrastructure, has announced a proposed private offering of $400 million aggregate principal amount of convertible senior notes due 2031. The company also expects to grant the initial purchasers of the convertible notes an option to purchase up to an additional $60 million aggregate principal amount of the notes.
The net proceeds from the offering are intended to be used to pay the cost of capped call transactions and to finance a portion of the company’s data center expansion and for general corporate purposes.
The convertible notes will accrue interest at a rate payable semi-annually and will mature on September 1, 2031. They will be convertible into cash, shares of the company’s common stock, or a combination of both, at the company’s election, subject to certain conditions and periods.
In connection with the pricing of the convertible notes, the company expects to enter into privately negotiated capped call transactions to reduce potential dilution to the common stock upon conversion of the notes and/or offset any cash payments required to be made in excess of the principal amount of converted notes, with such reduction and/or offset subject to a cap.
Terawulf Inc. develops, owns, and operates environmentally sustainable, industrial-scale data center infrastructure in the United States, purpose-built for high-performance computing (HPC) hosting and bitcoin mining. The company is committed to innovation and operational excellence, with a mission to lead the market in large-scale digital infrastructure.
No offer to sell, or solicitation of an offer to buy the convertible notes has been made, and there shall be no sale of the notes or common stock in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The market has reacted to these announcements by moving the company's shares 2.98% to a price of $8.97. Check out the company's full 8-K submission here.
