Bitfarms arranges $300-million (U.S.) note offering

Executive Summary

• Bitfarms Ltd. announced a proposed $300 million aggregate principal amount offering of senior unsecured convertible notes due 2031, with an optional up‑to‑$60 million additional issuance.
• The notes will accrue semi‑annual interest (rate to be set at pricing), mature on Jan. 15 2031, and may be converted into cash, common shares or a combination thereof at the company’s election.
• Proceeds are earmarked for general corporate purposes and to fund cash‑settled capped‑call transactions designed to mitigate dilution upon conversion.

Key Details

• Offering Size: $300 million principal amount of convertible senior notes; optional additional issuance up to $60 million.
• Interest & Payment Dates: Interest payable semi‑annually in arrears on Jan. 15 and July 15 each year, beginning July 15 2026.
• Maturity: Jan. 15 2031 (subject to earlier redemption, repurchase or conversion).
• Conversion Mechanics:
• Prior to Oct. 15 2030, conversion only upon satisfaction of certain conditions.
• After that date, holders may convert at any time until the second scheduled trading day before maturity.
• Conversion can be into cash, common shares, or a mix, at Bitfarms’ election.
• Pricing Terms: Initial conversion rate, interest rate and other terms to be determined at pricing negotiations with initial purchasers.
• Use of Proceeds:
• General corporate purposes.
• Funding the cost of privately negotiated cash‑settled capped‑call transactions related to the offering.
• Capped‑Call Transactions:
• Intended to reduce economic dilution upon conversion and offset potential cash payments exceeding principal on conversion.
• Cap targeted at a 125 % premium to Bitfarms’ last reported Nasdaq sale price on pricing date.
• Counterparties may purchase common shares or enter into derivative transactions concurrent with or shortly after pricing, potentially affecting market prices of the notes and shares.
• Optional Additional Notes: If purchasers exercise the $60 million option, proceeds will be used similarly for corporate purposes and additional capped‑call hedges.
• Regulatory Conditions: Offering subject to market conditions, receipt of Toronto Stock Exchange and Nasdaq approvals, and other customary closing conditions.

Notable Quotes

(No direct quotes were provided in the release.)