CleanSpark (CLSK) Launches $550 Million Convertible Notes Offering

CleanSpark, Inc. (Nasdaq: CLSK), a prominent player in the Bitcoin mining sector, has announced the pricing of its $550 million convertible notes offering. The notes, which are due in 2030, bear a 0.00% interest rate and will be sold to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as reported by CleanSpark.

Details of the Offering

The transaction includes a capped call with an initial cap price of $24.66 per share, doubling the closing price of CleanSpark's stock on December 12, 2024. The company has also arranged the repurchase of approximately $145 million in common stock from investors participating in the notes.

CleanSpark has provided the initial purchasers an option to buy an additional $100 million in notes, with the transaction expected to close on December 17, 2024, pending customary conditions.

Proceeds Utilization

From the anticipated net proceeds of $535.9 million, CleanSpark plans to allocate $76.5 million towards the capped call transactions, $145 million for stock repurchases, and the remainder for debt repayment, capital expenditures, and other corporate purposes.

Convertible Notes Features

The notes, which are unsecured, will mature on June 15, 2030, with conversion options available under specific conditions starting December 15, 2029. The conversion rate is set at 67.5858 shares per $1,000 principal amount, equating to a conversion price of approximately $14.80 per share, a 20% premium to the share price.

Redemption options for the company begin on June 20, 2028, contingent on stock price performance, and holders can compel repurchase under certain conditions.

Impact on Market and Stock

In connection with the capped call transactions, CleanSpark anticipates market activity that could influence the stock and notes' price. The transactions aim to minimize dilution upon conversion of notes.

As the company navigates these financial maneuvers, it underscores its commitment to optimizing its operations and capital management to enhance shareholder value amid the evolving landscape of Bitcoin mining.