LAS
VEGAS, Dec. 12, 2024 /PRNewswire/ -- CleanSpark,
Inc. (Nasdaq: CLSK), America's Bitcoin Miner® ("CleanSpark"
or the "Company"), today announced that it intends to offer,
subject to market conditions and other factors, $550 million aggregate principal amount of
convertible senior notes due 2030 (the "Convertible Notes") to the
initial purchasers for resale in a private offering to persons
reasonably believed to be qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act").
CleanSpark also expects to grant the initial purchasers of the
Convertible Notes an option to purchase, within a 13-day period
beginning on, and including the date on which the Convertible Notes
are first issued, up to an additional $100
million aggregate principal amount of the Convertible Notes.
The offering is subject to market and other conditions, and there
can be no assurance as to whether, when or on what terms the
offering may be completed.
The Company intends to use the net proceeds from the offering to
pay the cost of the capped call transactions (as described below),
to use up to $125 million of the net
proceeds to repurchase shares of the Company's common stock (the
"common stock") from investors in the Convertible Notes, and the
remaining net proceeds for the repayment in full of amounts
outstanding under Company's line of credit with Coinbase, capital
expenditures, acquisitions and general corporate purposes.
The Convertible Notes will be senior unsecured obligations of
the Company. The Convertible Notes will not bear regular interest,
and the principal amount of the Convertible Notes will not accrete.
The Convertible Notes will mature on June
15, 2030, unless earlier repurchased, redeemed or converted
in accordance with their terms. Prior to December 15, 2029, the Convertible Notes will be
convertible only upon satisfaction of certain conditions and during
certain periods, and thereafter, the Convertible Notes will be
convertible at any time until the close of business on the second
scheduled trading day immediately preceding the maturity date.
The Convertible Notes will be convertible into cash, shares of
the common stock or a combination of cash and shares of the common
stock, at the Company's election. The initial conversion rate and
other terms of the Convertible Notes will be determined at the time
of pricing in negotiations with the initial purchasers of the
Convertible Notes.
In connection with the pricing of the Convertible Notes, the
Company expects to enter into privately negotiated capped call
transactions with one or more of the initial purchasers of the
Convertible Notes and/or other financial institutions (the "option
counterparties"). If the initial purchasers of the Convertible
Notes exercise their option to purchase additional Convertible
Notes, the Company expects to use a portion of the net proceeds
from the sale of the additional Convertible Notes to enter into
additional capped call transactions with the option
counterparties.
The capped call transactions are expected generally to reduce
potential dilution to the common stock upon conversion of any
Convertible Notes and/or offset any cash payments the Company is
required to make in excess of the principal amount of converted
Convertible Notes, as the case may be, with such reduction and/or
offset subject to a cap.
In connection with establishing their initial hedges of the
capped call transactions, the Company expects the option
counterparties or their respective affiliates to purchase shares of
the common stock and/or enter into various derivative transactions
with respect to the common stock concurrently with, or shortly
after, the pricing of the Convertible Notes. This activity could
increase (or reduce the size of any decrease in) the market price
of the common stock or the Convertible Notes at that time. In
addition, the option counterparties or their respective affiliates
may modify their hedge positions by entering into or unwinding
various derivatives with respect to the common stock and/or
purchasing or selling shares of the common stock or other
securities of the Company in secondary market transactions
following the pricing of the Convertible Notes and prior to the
maturity of the Convertible Notes (and are likely to do so on each
exercise date for the capped call transactions or following any
termination of any portion of the capped call transactions in
connection with any repurchase, redemption or early conversion of
the Convertible Notes). This activity could also cause or avoid an
increase or decrease in the market price of the common stock or the
Convertible Notes, which could affect holders of the Convertible
Notes' ability to convert the Convertible Notes and, to the extent
the activity occurs following conversion of the Convertible Notes
or during any observation period related to a conversion of the
Convertible Notes, it could affect the amount and value of the
consideration that holders of the Convertible Notes will receive
upon conversion of such Convertible Notes.
The Company also expects to repurchase shares of its common
stock from certain of the investors in the Convertible Notes in
privately negotiated transactions effected concurrently with the
pricing of the Convertible Notes, and the Company expects the
purchase price per share of the common stock repurchased in such
transactions to equal the closing price per share of the common
stock on the date the offering of the Convertible Notes is
priced.
The Convertible Notes and any shares of common stock issuable
upon conversion of the Convertible Notes, if any, have not been
registered under the Securities Act or securities laws of any other
jurisdiction, and the Convertible Notes and such shares of common
stock may not be offered or sold in the
United States absent registration or an applicable exemption
from registration under the Securities Act and any applicable state
securities laws. The Convertible Notes will be offered by the
initial purchasers only to persons reasonably believed to be
qualified institutional buyers under Rule 144A under the Securities
Act.
This press release shall not constitute an offer to sell, or a
solicitation of an offer to buy the Convertible Notes, nor shall
there be any sale of the Convertible Notes or common stock in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About CleanSpark
CleanSpark (Nasdaq: CLSK),
America's Bitcoin Miner®, is a market-leading,
pure play Bitcoin miner with a proven track record of
success. We own and operate a portfolio of mining facilities across
the United States powered by
globally competitive energy prices. Sitting at the intersection of
Bitcoin, energy, operational excellence and
capital stewardship, we optimize our mining facilities to deliver
superior returns to our shareholders. Monetizing low-cost, high
reliability energy by securing the most important finite, global
asset – Bitcoin – positions us to prosper in an
ever-changing world. Visit our website at
www.cleanspark.com.
Forward-Looking Statements
This press release contains
forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995,
as amended. Such forward-looking statements include statements
concerning anticipated future events and expectations that are not
historical facts, such as statements concerning the proposed terms
of the Convertible Notes, the capped call transactions and the
proposed share repurchases, the completion, timing and size of the
proposed offering of the Convertible Notes, the capped call
transactions, and the anticipated uses of proceeds from the
proposed offering (including the capped call transactions and
proposed share repurchases). All statements, other than statements
of historical fact, are statements that could be deemed
forward-looking statements. In addition, forward-looking statements
are typically identified by words such as "plan," "believe,"
"goal," "target," "aim," "expect," "anticipate," "intend,"
"outlook," "estimate," "forecast," "project," "continue," "could,"
"may," "might," "possible," "potential," "predict," "should,"
"would," "will" and other similar words and expressions, although
the absence of these words or expressions does not mean that a
statement is not forward-looking. Forward-looking statements are
based on the current expectations and beliefs of CleanSpark's
management and are inherently subject to a number of factors,
risks, uncertainties and assumptions and their potential effects.
There can be no assurance that future developments will be those
that have been anticipated. Actual results may vary materially from
those expressed or implied by forward-looking statements based on a
number of factors, risks, uncertainties and assumptions, including,
among others, the risk that the Company may not be able to
consummate the Convertible Notes transaction, the capped call
transactions or the share repurchase on satisfactory conditions or
at all, and other risks described in the Company's filings with the
Securities and Exchange Commission (the "SEC"), including under the
heading "Risk Factors" in those filings, and other risks it may
identify from time to time. Forward-looking statements contained
herein are made only as to the date hereof, and the Company assumes
no obligation to update or revise any forward-looking statements as
a result of any new information, changed circumstances or future
events or otherwise, except as expressly required by applicable
law.
Investors:
Harry
Sudock, SVP
702-989-7693
ir@cleanspark.com
Media:
Eleni
Stylianou
702-989-7694
pr@cleanspark.com
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SOURCE CleanSpark, Inc.