HIVE Digital Technologies Ltd (TSX-V:HIVE, NASDAQ:HIVE, FRA:YO0, BVC:HIVECO) said it had priced $100 million of zero-coupon exchangeable senior notes due 2031 in a private offering, increasing the size of the deal from a previously announced $75 million.
Proceeds will be used to fund investments in subsidiaries, capital expenditures including the purchase of graphics processing units, and the development of data centres, as well as general corporate purposes.
The notes will be issued by the company’s wholly owned subsidiary, HIVE Bermuda 2026 Ltd, to qualified institutional buyers under Rule 144A of the U.S. Securities Act.
HIVE said it had granted initial purchasers an option to buy up to an additional $15 million of notes within 13 days of issuance.
The notes will not bear regular interest and will mature in April 2031, unless earlier exchanged, redeemed or repurchased. They will be guaranteed by HIVE on a senior unsecured basis.
The initial exchange rate is set at 389.5029 common shares per $1,000 principal amount, implying an exchange price of about $2.57 per share, a premium of roughly 17.5% to the stock’s last close on Nasdaq on April 16.
Holders will have the option to convert the notes into cash, HIVE shares, or a combination of both, at the issuer’s discretion, subject to certain conditions before January 2031.
The company said net proceeds from the offering are expected to be about $95 million, or up to $109.5 million if the option is fully exercised.
Separately, HIVE said it had entered into capped call transactions with financial institutions to limit potential dilution from the notes. The cap price for these transactions was set at $4.92 per share, representing a 125% premium to the stock’s April 16 close.
The company added it had received conditional approval to list its shares on the Toronto Stock Exchange and expects to begin trading there around April 30, subject to meeting listing requirements.
The offering is expected to close by April 21, subject to customary conditions.