← Terawulf · FinancingEdit
2.75% Convertible Senior Notes due 2030
Oct 25, 2024 · ClosedTerms of issuance
Instrument
Convertible notes
Principal
$500.0M
Net proceeds
$487.1M
Coupon
2.75%
Issue date
Oct 25, 2024
Maturity
2030
Seniority
Conversion ratio
117.9245 shares / $1,000 principal
Settlement
Conversion terms
Reference stock price
Conversion premium
n/acalculated from conversion price & reference stock price
Conversion price
$8.48
Underlying shares
58,962,264calculated: principal ÷ conversion price, unless directly stated
Dilution %
17.7%calculated: underlying shares ÷ basic shares outstanding as of issue date
Conversion window opens
Early conversion trigger
Early conversion threshold
n/acalculated: conversion price × trigger %
Economic analysis
Effective annual cost
n/acalculated: coupon + capped-call cost amortized over the note's life — needs coupon, maturity, and (if hedged) capped-call cost
Interest savings vs. plain debt
n/anot shown — would require an assumed comparable straight-debt rate, which we do not fabricate
Implied option value / volatility
n/anot shown — would require an assumed volatility input, which we do not fabricate
Breakeven
n/anot shown — would require assumed reinvestment/discount-rate assumptions, which we do not fabricate
Maturity scenarios
Below $8.48Notes redeemed for cash at maturity (or company's election); no dilution.
Above $8.48In the money — full dilution from conversion, no hedge in place.
Context
Shares outstanding (as of issue date)
333,182,028
Stock price / market cap (as of issue date)
n/ano price on or before the issue date
Use of proceeds
Capped call cost, concurrent share repurchase, general corporate purposes/HPC expansion
Other financing outstanding (excl. this instrument)
1.00% Convertible Senior Notes due 2031 ($1.00B), 7.750% Senior Secured Notes due 2030 (WULF Compute LLC) ($3.20B), 0.00% Convertible Senior Notes due 2032 ($1.02B), 7.250% Senior Secured Notes due 2030 — Abernathy JV (Flash Compute LLC) ($1.30B), 364-day $500 million delayed-draw senior secured bridge facility ($500.0M), Public offering of 54,510,000 common shares at $19.00 per share (including 7,110,000 option shares), Revolving Credit Facility ($250.0M), Amended senior secured revolving credit facility ($400.0M)
— of which existing debt
$7.67B
Existing cash
n/anot tracked in the system yet
Anti-dilution adjustment terms
Related acquisition
none
Related deal
none
Related site
none
Sources
ClosedTeraWulf closes $500 million of 2.75% convertible senior notes due 2030
Oct 25, 2024