EASTON, Md. - TeraWulf Inc. (NASDAQ:WULF), known for its environmentally sustainable digital infrastructure, has priced a private offering of $425 million in Convertible Senior Notes due 2030 at an interest rate of 2.75%. The notes will be available to qualified institutional buyers, with an option for the initial purchasers to acquire an additional $75 million in notes within 13 days.
The transaction includes a 32.50% conversion premium with an initial cap price of $12.80 per share of common stock, double the closing sale price as of the day before the announcement. In conjunction with the offering, TeraWulf is also repurchasing approximately $115 million of its common stock.
The offering, expected to close on October 25, 2024, will yield net proceeds of about $414.9 million, or up to $488.1 million if the additional notes are purchased. The funds are earmarked for general corporate purposes, which may include working capital, strategic acquisitions, and data center infrastructure expansion.
The Convertible Notes, set to mature on February 1, 2030, unless repurchased or converted earlier, will be senior unsecured obligations of TeraWulf. Interest will be paid semi-annually, with the first payment due on May 1, 2025. Conversion conditions apply until November 1, 2029, after which conversion is open until just before the maturity date.
TeraWulf has also entered into capped call transactions to potentially minimize dilution upon conversion of the notes or to offset cash payments required, with a cap in place. The capped call transactions may influence the market price of TeraWulf's common stock, as the counterparties may engage in various derivative transactions and could buy or sell shares.
The repurchase of common stock coincides with the pricing of the Convertible Notes, with the purchase price per share matching the closing price on the Nasdaq Capital Market on the day before the announcement.
The Convertible Notes, and any common stock issued upon conversion, have not been registered under the Securities Act or any state securities laws and are being offered only to qualified institutional buyers.
TeraWulf, which primarily generates revenue through Bitcoin mining, leverages zero-carbon energy sources, including nuclear and hydroelectric power. The company is committed to aligning its operations with environmental, social, and governance (ESG) principles.
This news article is based on a press release statement from TeraWulf Inc.
In other recent news, TeraWulf Inc. has announced plans to offer $350 million in convertible senior notes due 2030 in a private placement, with an additional $75 million potentially available through an initial purchaser option. The proceeds from this offering are expected to finance capped call transactions, repurchase shares of its common stock, and support general corporate purposes. The notes will mature on February 1, 2030, and interest will be paid semi-annually starting May 1, 2025.
In other recent developments, TeraWulf has initiated a $200 million stock buyback program, demonstrating the company's confidence in its business strategy and financial stability. The company has also appointed John Larkin as Senior Vice President, Director of Investor Relations, a move anticipated to enhance the company's communication with institutional investors.
Furthermore, TeraWulf has secured a new 35-year lease for its Lake Mariner facility, expanding its land area from 107 acres to 157 acres. This is expected to enhance the company's capabilities in high-performance computing and AI data centers. The company has also reported a doubling of its self-mining capacity, contributing to a significant revenue increase.
Rosenblatt Securities and Cantor Fitzgerald have maintained their Buy and Overweight ratings respectively, expressing confidence in the company's strategic direction. Finally, TeraWulf has engaged Deloitte & Touche LLP as its new independent registered public accounting firm, highlighting the company's commitment to its operations and strategic initiatives.
InvestingPro Insights
TeraWulf's recent $425 million Convertible Senior Notes offering comes at a time when the company is experiencing significant growth and market attention. According to InvestingPro data, TeraWulf's revenue growth stands at an impressive 197.49% over the last twelve months as of Q2 2024, with quarterly revenue growth at 130.16%. This robust growth aligns with the company's plans to use the offering proceeds for expansion and strategic acquisitions.
The market has responded positively to TeraWulf's performance and potential. InvestingPro data shows that the stock has seen a remarkable 412% price return over the past year, and it's currently trading near its 52-week high, with the price at 97.29% of its peak. This strong performance is reflected in the company's market capitalization, which now stands at $2.45 billion.
However, investors should note that TeraWulf is not yet profitable, with a negative operating income of $17.13 million over the last twelve months. This is consistent with an InvestingPro Tip indicating that analysts do not anticipate the company to be profitable this year. The company's focus on growth and expansion, as evidenced by the new offering, suggests a strategy of prioritizing market share and infrastructure development over immediate profitability.
Another InvestingPro Tip highlights that TeraWulf operates with a moderate level of debt. The new Convertible Notes offering will increase the company's debt load, but the low 2.75% interest rate suggests favorable terms that could support the company's growth strategy without overly burdening its finances.
For investors seeking a more comprehensive analysis, InvestingPro offers 16 additional tips for TeraWulf, providing a deeper understanding of the company's financial health and market position.
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