Riot Platforms, Inc. (NASDAQ: NASDAQ:RIOT), a cryptocurrency mining company, experienced a 5.8% stock price decline today following its announcement of a private offering of $500 million in convertible senior notes due in 2030. The offering, aimed at qualified institutional buyers, also includes an option for purchasers to acquire an additional $75 million of the notes within a three-day window starting from the issue date.
The notes, which are unsecured senior obligations of Riot, will mature on January 15, 2030, with the possibility of earlier repurchase, redemption, or conversion according to their terms. Riot retains the right to redeem the notes for cash in whole or in part after January 20, 2028, provided certain conditions are met, including a minimum of $50 million in aggregate principal amount of notes remaining outstanding and not subject to redemption.
Conversion of the notes into cash, Riot's common stock, or a combination thereof, lies at the discretion of the company. However, conversions are restricted to specific events and time periods before June 15, 2029, and then will be available at any time up until the second trading day before the maturity date. The initial conversion rate and other terms will be set at the time of the offering's pricing.
Proceeds from this offering are intended for the acquisition of additional bitcoin and general corporate purposes. The offering and sale of the notes, as well as the Riot common stock potentially issued upon conversion, will not be registered under the Securities Act of 1933 or any state securities laws. As such, these securities may not be offered or sold in the United States absent registration or an exemption from registration requirements. This offering is to be made exclusively through a private offering memorandum to those believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act.
This news is based on a press release statement and reflects the company's current plans for capital raising through a private offering of convertible notes.
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