Bitfarms Announces Closing of US$500 Million of Convertible Senior Notes

Executive Summary

• Bitfarms Ltd. closed a $588 million aggregate principal offering of 1.375% convertible senior notes due 2031, netting approximately $568 million in proceeds after discounts and expenses.
• The notes carry an initial conversion rate of 145.6876 shares per $1,000 (≈$6.86 per share), representing a ~30% premium to the last reported market price, and include a 125% capped call hedge at $11.88 per share.
• Proceeds are earmarked for general corporate purposes, including strengthening the balance sheet, supporting Bitcoin holdings, and providing liquidity for the Macquarie project facility (now > $1 billion).

Key Details

• Offering Size: $588 million aggregate principal amount of 1.375% convertible senior notes due 2031.
• Net Proceeds: Approximately $568 million to Bitfarms after discounts, commissions, and estimated offering expenses (pre‑capped‑call costs).
• Interest Rate: 1.375% per annum, payable semi‑annually on January 15 and July 15, starting July 15 2026.
• Conversion Terms: Initial conversion price ≈ $6.86 per common share (30% premium to last reported price of $5.28). Conversion rate = 145.6876 shares per $1,000 principal.
• Capped Call Hedge: Bitfarms purchased capped calls at a cap price of $11.88 per share (125% premium to $5.28), using cash on hand; anti‑dilution adjustments apply.
• Redemption & Repurchase Rights: Company may redeem under certain events and must offer repurchase upon occurrence of specified triggers.
• Conversion Window: Prior to Oct 15 2030, conversion only upon satisfaction of conditions; thereafter convertible at holder’s option until the business day before maturity.
• Maturity Date: January 15 2031, unless earlier redeemed, repurchased, or converted.
• Use of Proceeds: General corporate purposes, bolstering cash and Bitcoin balances, and maintaining draw‑down capacity under the Macquarie project financing facility (now > $1 billion).
• Offering Structure: Sold to qualified institutional buyers under Rule 144A (U.S.) and Canadian prospectus exemptions; not registered under the U.S. Securities Act.

Notable Quotes

“I am happy to announce our tremendous success as a first‑time issuer in the convertible bond market… The funds raised through these Convertible Notes have strengthened our balance sheet with cash, Bitcoin, and remaining funds available to draw under the Macquarie project facility to over US$1 billion.” – Ben Gagnon, CEO, Bitfarms Ltd.