TeraWulf announces upsize, pricing of $425M convertible notes offering

TeraWulf (WULF) announced the upsize and pricing of its offering of $425 million aggregate principal amount of 2.75% Convertible Senior Notes due 2030. The Convertible Notes will be sold 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. Key Elements of the Transaction: $425 million 2.75% Convertible Senior Notes offering; Capped call transactions entered into in connection with the 2.75% Convertible Senior Notes due 2030 with an initial cap price of $12.80 per share of common stock, which represents a 100% premium to the closing sale price of TeraWulf’s common stock on October 23, 2024; Concurrent repurchase of approximately $115 million of common stock; TeraWulf has granted the initial purchasers of the Convertible Notes a 13-day option to purchase up to an additional $75 million aggregate principal amount of the Convertible Notes. The offering is expected to close on October 25, 2024, subject to satisfaction of customary closing conditions. The Company anticipates that the aggregate net proceeds from the offering will be approximately $414.9 million, after deducting the initial purchasers’ discounts and commissions payable by TeraWulf. The Company intends to use approximately $51 million of the net proceeds from the offering to pay the cost of the capped call transactions, $115 million to repurchase shares of the Company’s common stock (the “common stock”), and the remainder for general corporate purposes, which may include working capital, strategic acquisitions, expansion of data center infrastructure to support HPC activities and expansion of existing assets.