Bitdeer Technologies Group (NASDAQ: BTDR) experienced a steep decline in its stock price Thursday morning, falling 18% after revealing plans for a pair of capital-raising transactions.
The company said it intends to conduct a private placement of $300 million in convertible senior notes due 2032, with an option allowing initial purchasers to acquire an additional $45 million in notes. The private placement will be offered only to qualified institutional buyers.
In a separate move, Bitdeer announced a registered direct offering of Class A ordinary shares that will be sold to certain holders of its 5.25% convertible senior notes due 2029. The company made clear that the completion of the registered direct offering is contingent on the successful closing of both the convertible notes offering and related note repurchase transactions. By contrast, the notes offering itself is not conditioned on those other transactions.
Proceeds from the financings are allocated to several uses. Bitdeer plans to employ funds to enter capped call transactions designed to mitigate potential dilution arising from the new notes, and to repurchase a portion of its outstanding convertible notes. Any remaining proceeds are intended to support expansion of its datacenter footprint, growth of its high-performance computing and AI cloud business operations, and development of ASIC-based Bitcoin mining rigs.
The company described the new convertible securities as senior unsecured obligations that will pay interest on a semiannual basis. Upon conversion of the notes, Bitdeer may, at its discretion, satisfy conversion obligations by paying cash, delivering Class A ordinary shares, or using a combination of cash and shares. Specific economic terms - including the interest rate and conversion rate - 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.
This sequence of announcements and the accompanying financing structure underlie the market reaction that pushed the company’s shares lower on Thursday morning.
Context notes - The filings state the private placement is targeted to qualified institutional buyers and that the registered direct offering depends on closing both the notes offering and the note repurchase transactions; the notes offering itself may proceed independently.