CASTLE
ROCK, Colo., Dec. 9, 2024
/PRNewswire/ -- Riot Platforms, Inc. (NASDAQ: RIOT) ("Riot" or
the "Company") today announced that it intends to offer,
subject to market conditions and other factors, $500 million aggregate principal amount of
its convertible senior notes due 2030 (the "notes") 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"). Riot also expects
to grant to the initial purchasers of the notes an option to
purchase, within a three-day period beginning on, and including,
the date on which the notes are first issued, up to an additional
$75 million aggregate principal
amount of the 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 notes will be unsecured, senior obligations of Riot. The
notes will mature on January 15,
2030, unless earlier repurchased, redeemed or converted in
accordance with their terms. Subject to certain conditions, on or
after January 20, 2028, Riot may
redeem for cash all or any portion of the notes. If Riot redeems
fewer than all the outstanding notes, at least $50 million aggregate principal amount of notes
must be outstanding and not subject to redemption as of the
relevant redemption notice date. The notes will be convertible into
cash, shares of Riot's common stock, or a combination of cash and
shares of Riot's common stock, at Riot's election. Prior to
June 15, 2029, the notes will be
convertible only upon the occurrence of certain events and during
certain periods, and thereafter, at any time until the second
scheduled trading day immediately preceding the maturity date. The
initial conversion rate and other terms of the notes will be
determined at the time of pricing of the offering. Riot expects
that the reference price used to calculate the initial conversion
price for the notes will be the U.S. composite volume weighted
average price of Riot's common stock from 2:00 p.m. through and including volume reported
on the Market Center Official Close on the date of pricing.
Riot intends to use the net proceeds from this offering to
acquire additional bitcoin and for general corporate
purposes.
The notes will be offered and sold to persons reasonably
believed to be qualified institutional buyers in accordance with
Rule 144A under the Securities Act. The offer and sale of the notes
and the shares of Riot's common stock issuable upon conversion of
the notes, if any, have not been and will not be registered under
the Securities Act or the securities laws of any other
jurisdiction, and the notes and any such shares may not be offered
or sold in the United States
absent registration or an applicable exemption from such
registration requirements. Any offer of the notes will be made only
by means of a private offering memorandum.
This press release shall not constitute an offer to sell, or a
solicitation of an offer to buy the notes, nor shall there be any
sale of, the notes in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful under the securities
laws of any such state or jurisdiction. There can be no assurances
that the offering of the notes will be completed as described
herein or at all.
About Riot Platforms, Inc.
Riot's (NASDAQ: RIOT)
vision is to be the world's leading Bitcoin-driven
infrastructure platform.
Our mission is to positively impact the sectors, networks and
communities that we touch. We believe that the combination of an
innovative spirit and strong community partnership allows the
Company to achieve best-in-class execution and create successful
outcomes.
Riot is a Bitcoin mining and digital infrastructure
company focused on a vertically integrated strategy. The Company
has Bitcoin mining operations in central Texas and Kentucky, and electrical switchgear
engineering and fabrication operations in Denver, Colorado.
Forward-Looking Statements
Statements in this
press release that are not historical facts are forward-looking
statements that reflect management's current expectations,
assumptions, and estimates of future performance and economic
conditions. Such statements rely on the safe harbor provisions of
Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended. Because such statements are
subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking
statements. Words such as "anticipates," "believes," "plans,"
"expects," "intends," "will," "potential," "hope," and similar
expressions are intended to identify forward-looking statements.
These forward-looking statements may include, but are not limited
to, statements about uncertainties related to market conditions and
the completion of the offering on the anticipated terms or at all.
Detailed information regarding the factors identified by the
Company's management which they believe may cause actual results to
differ materially from those expressed or implied by such
forward-looking statements in this press release may be found in
the Company's filings with the U.S. Securities and Exchange
Commission (the "SEC"), including the risks, uncertainties and
other factors discussed under the sections entitled "Risk Factors"
and "Cautionary Note Regarding Forward-Looking Statements" of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2023, as amended, and
the other filings the Company makes with the SEC, copies of which
may be obtained from the SEC's website, www.sec.gov. All
forward-looking statements included in this press release are made
only as of the date of this press release, and the Company
disclaims any intention or obligation to update or revise any such
forward-looking statements to reflect events or circumstances that
subsequently occur, or of which the Company hereafter becomes
aware, except as required by law. Persons reading this press
release are cautioned not to place undue reliance on such
forward-looking statements.
For further information, please contact:
Investor Contact:
Phil McPherson
IR@Riot.Inc
303-794-2000 ext. 110
Media Contact:
Alexis Brock
303-794-2000 ext. 118
PR@Riot.Inc
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SOURCE Riot Platforms, Inc.