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← CleanSpark · Financing

0.00% Convertible Senior Notes due 2030

Dec 17, 2024 · Closed
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Terms of issuance

Instrument
Convertible notes
Principal
$650.0M
Net proceeds
$633.6M
Coupon
Zero coupon
Issue date
Dec 17, 2024
Maturity
2030
Conversion ratio
67.5676 shares / $1,000 principal

Conversion terms

Conversion premium
n/acalculated from conversion price & reference stock price
Conversion price
$14.8
Underlying shares
43,918,919calculated: principal ÷ conversion price, unless directly stated
Dilution %
15.0%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 $14.80Notes redeemed for cash at maturity (or company's election); no dilution.
Above $14.80In the money — full dilution from conversion, no hedge in place.

Context

Shares outstanding (as of issue date)
292,561,667
Stock price / market cap (as of issue date)
n/ano price on or before the issue date
Use of proceeds
Capped call cost, share repurchase, repay Coinbase line of credit, capex, general corporate purposes
Other financing outstanding (excl. this instrument)
Underwritten public offering of common stock at $20.68/share ($188.0M), Coinbase bitcoin-backed line of credit (upsized) ($300.0M), Two Prime bitcoin-backed revolving credit facility ($100.0M), 0.00% Convertible Senior Notes due 2032 ($1.15B), 7.875% senior secured notes due 2031 (CSDC Finance I, LLC) ($2.28B)
— of which existing debt
$4.01B
Existing cash
n/anot tracked in the system yet
Anti-dilution adjustment terms
Related acquisition
none
Related deal
none
Related site
none

Sources

ProposedCleanSpark proposes $550 million of 0.00% convertible senior notes due 2030
Dec 12, 2024
ClosedCleanSpark closes $650 million of 0.00% convertible senior notes due 2030
Dec 17, 2024