Goodwin Advises on Bitdeer Upsized $375 Million Convertible Senior Notes Offering with Capped Calls and Concurrent Registered Direct Offering

Goodwin advised the initial purchasers in the Rule 144A offering of convertible senior notes, certain investment bank dealers on Bitdeer's capped call transactions, and the placement agent in the concurrent registered direct offering. The transaction comprised an upsized offering of 5.00% convertible senior notes due 2031 in an aggregate principal amount of $375 million, increased from an initial $300 million after the initial purchasers fully exercised their option to purchase an additional $50 million of notes. The notes were offered pursuant to Rule 144A and carried an initial conversion price representing a premium of approximately 25% to a reference price of $7.94 per share. In connection with the notes offering, Goodwin advised certain investment bank dealers on capped call transactions designed to mitigate equity dilution and/or offset payments upon conversion. Those capped calls effectively raised the conversion price of the notes to approximately $15.88 per share, representing a 100% premium over the reference price. Concurrently, Goodwin advised the placement agent on a registered direct offering of 5,503,030 Class A ordinary shares. Bitdeer used the net proceeds from the registered direct offering, together with a portion of the net proceeds from the notes offering, to repurchase $135 million in aggregate principal amount of its 5.25% convertible senior notes due 2029 in privately negotiated transactions and to pay the cost of the capped call transactions. Bitdeer intends to use the remaining net proceeds from the offerings for data center expansion, HPC and AI cloud business expansion, development and manufacture of ASIC-based mining rigs, and for working capital and other general corporate purposes. Bitdeer is a Nasdaq-listed company (BTDR) and is described as a leading technology company for Bitcoin mining and AI infrastructure. Goodwin represented the initial purchasers, certain investment bank dealers and the placement agent with a team composed by: Product team: Jim Barri, John Servidio, Kim De Glossop, Griffin Drake, Tom Underwood and Benjamin Deitch; Corporate and equity capital markets team: Ben Marsh, Justin Platt, Alicia Tschirhart, Evan Lee, Haylee Brown and Julia Novick; Tax advisors: Dan Karelitz and Garrett Gaughan.

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Goodwin Advises on Bitdeer Upsized $375 Million Convertible Senior Notes Offering with Capped Calls and Concurrent Registered Direct Offering

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Goodwin Advises on Bitdeer Upsized $375 Million Convertible Senior Notes Offering with Capped Calls and Concurrent Registered Direct Offering

Read the full story

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