Galaxy Digital Holdings arranges $1B note offering

Executive Summary

• Galaxy Digital Holdings LP intends to privately offer $1.0 billion in aggregate principal amount of exchangeable senior notes due 2031.
• The issuer has the option to grant initial purchasers the right to buy up to an additional $150 million in notes within 13 days of issuance.
• Net proceeds will support core business growth and general corporate purposes, potentially including the repayment of existing 2026 exchangeable senior notes.

Key Details

• Offering Size: $1.0 billion aggregate principal amount of exchangeable senior notes due 2031.
• Over-Allotment Option: Option to purchase up to an additional $150.0 million aggregate principal amount of notes.
• Use of Proceeds: Support growth across core operating businesses, general corporate purposes, and potentially repayment of existing exchangeable senior notes due 2026.
• Interest and Maturity: Notes accrue interest payable semi-annually in arrears; mature on May 1, 2031.
• Exchange Rights: Noteholders have the right to exchange notes in certain circumstances/periods. Settlement can be in cash, GDI Class A common stock, or a combination, at the issuer's election.
• Redemption Terms:
  • Not redeemable prior to November 6, 2028.
  • On or after November 6, 2028, and prior to the 41st scheduled trading day before maturity, redeemable for cash at the issuer's option if the last reported sale price per share of common stock equals or exceeds 130% of the exchange price for a specified period.
  • Redemption price equals principal amount plus accrued and unpaid interest.
• Fundamental Change Repurchase: If a fundamental change occurs, noteholders may require repurchase for cash at 100% of principal plus accrued and unpaid interest.
• Conditions: Subject to market conditions, closing requirements, and approval of the Toronto Stock Exchange. No assurance the offering will be completed.
• Final Terms: Interest rate and initial exchange rate to be determined at pricing.

Notable Quotes

• None provided in the text.