Galaxy Digital Holdings prices $1.15-billion offering

Executive Summary

• Galaxy Digital Holdings LP has priced a $1.15 billion offering of 0.50% exchangeable senior notes due 2031, upsizing the previously announced $1 billion offering.
• The issuer granted an option to the initial purchasers to buy up to an additional $150 million in notes, potentially increasing total gross proceeds to $1.3 billion.
• Net proceeds are estimated at $1.127 billion (or $1.274 billion with full option exercise), to be used for growth in core operating businesses, general corporate purposes, and potentially repaying existing 2026 notes.

Key Details

• Instrument: 0.50% exchangeable senior notes due 2031.
• Gross Proceeds: $1.15 billion aggregate principal amount.
• Option to Purchase: Initial purchasers granted an option to purchase up to an additional $150 million aggregate principal amount of notes during the 13-day period beginning on the issue date.
• Net Proceeds: Estimated at $1,127 million (or $1,274 million if the option is fully exercised), after deducting initial purchasers' discount but before offering expenses.
• Use of Proceeds: Support growth across core operating businesses, general corporate purposes, and potentially repayment of existing exchangeable senior notes due 2026.
• Interest Rate: 0.50% per annum, payable semi-annually in arrears on May 1 and Nov. 1, beginning May 1, 2026.
• Maturity: May 1, 2031.
• Exchange Terms:
  • Initial Exchange Rate: 17.9352 shares of Class A common stock per $1,000 principal amount.
  • Initial Exchange Price: Approximately $55.76 per share.
  • Premium: Represents a ~37.5% premium above the last reported sale price of $40.55 per share on Oct 27, 2025.
  • Settlement: Cash, shares, or combination at issuer's election.
  • Exchange Period: Prior to Feb 1, 2031, exchange only in certain circumstances/periods. From Feb 1, 2031, exchangeable at holder's election until the close of business on the second scheduled trading day preceding maturity.
• Redemption Terms:
  • Lock-up: Not redeemable prior to Nov. 6, 2028.
  • Conditional Redemption: On or after Nov. 6, 2028, and prior to the 41st scheduled trading day preceding maturity, redeemable at issuer's option if the last reported sale price per share equals or exceeds 130% of the exchange price for a specified period.
  • Redemption Price: Principal amount plus accrued and unpaid interest.
• Fundamental Change Repurchase: Noteholders may require repurchase for cash at 100% of principal plus accrued interest if certain fundamental changes occur.
• Settlement Date: Scheduled for Oct. 30, 2025, subject to customary closing conditions including Toronto Stock Exchange approval.
• Regulatory Status: Unregistered under U.S. Securities Act of 1933; offered only to qualified institutional buyers (Rule 144A) in the U.S. and pursuant to exemptions in Canada. Holders have the right to require Galaxy Digital to register resale of underlying shares on a shelf registration statement with the SEC.

Notable Quotes

• None provided in the text.