HIVE Digital Technologies Ltd (TSX-V:HIVE, NASDAQ:HIVE, FRA:YO0, BVC:HIVECO) announced that it has completed a private offering of $115 million in aggregate principal amount of 0% exchangeable senior notes due in 2031.
The offering was conducted through its wholly owned subsidiary, HIVE Bermuda 2026, and included the full exercise of an option by initial purchasers to acquire an additional $15 million in notes.
Net proceeds from the offering are estimated at approximately $109.5 million after commissions and expenses, excluding the cost of capped call transactions. The company said the proceeds will be directed toward general corporate purposes, capital investments such as graphics processing units, and data center development through its subsidiaries.
"We are very pleased with the outcome of this offering,” HIVE executive chairman Frank Holmes said in a statement.
“We believe the results are outstanding, as the strong demand for this offering led to an upsized deal while maintaining a 0% coupon and the strong conversion premium of 125% with the capped call."
Aydin Kilic, HIVE CEO, said the exchangeable senior notes bring a new class of institutional investors to the company.
“We believe zero-interest rate debt signals the confidence investors have in our ability to drive the value of HIVE shares to realize the exchangeable premium of these notes,” Kilic said. “This minimizes dilution while positioning HIVE with a low cost of capital to realize its 2026 growth targets for AI infrastructure."
The notes were sold to qualified institutional buyers under Rule 144A of the US Securities Act of 1933. They will mature on April 15, 2031, unless repurchased, redeemed, or exchanged earlier.
The initial exchange rate is set at 389.5029 common shares per $1,000 principal amount, equivalent to an exchange price of approximately $2.57 per share. This represents a premium of about 17.5% over the company’s last reported Nasdaq share price of $2.185 on April 16.
In connection with the offering, the company entered into capped call transactions with certain financial institutions. The initial cap price for these transactions is $4.92 per share, representing a 125% premium to the same April 16 share price.
The company expects to fund approximately $19.8 million for these arrangements using existing cash resources, with the possibility of partial reimbursement from offering proceeds.
The company has also received conditional approval to list its common shares on the Toronto Stock Exchange. Subject to meeting listing requirements by June 30, trading is expected to transition from the TSX Venture Exchange to the Toronto Stock Exchange around April 30.
Shares of HIVE added 8.3% in Toronto and 9.3% in New York on Wednesday morning.