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← Applied Digital Corporation · Financing

2.75% Convertible Senior Notes due 2030

Nov 4, 2024 · Closed
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Terms of issuance

Instrument
Convertible notes
Principal
$450.0M
Net proceeds
$434.5M
Coupon
2.75%
Issue date
Nov 4, 2024
Maturity
2030
Conversion ratio
102.5431 shares / $1,000 principal

Conversion terms

Conversion premium
n/acalculated from conversion price & reference stock price
Conversion price
$9.75
Underlying shares
46,153,846calculated: principal ÷ conversion price, unless directly stated
Dilution %
29.3%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 $9.75Notes redeemed for cash at maturity (or company's election); no dilution.
Above $9.75In the money — full dilution from conversion, no hedge in place.

Context

Shares outstanding (as of issue date)
157,438,246
Stock price / market cap (as of issue date)
n/ano price on or before the issue date
Use of proceeds
Share repurchases, capped calls, general corporate purposes
Other financing outstanding (excl. this instrument)
Private placement of common stock (Nvidia, Related Companies) ($160.0M), Perpetual preferred + common equity partnership (APLD HPC Holdings LLC, Macquarie Asset Management) ($5.00B), SMBC term loan credit agreement (18-month) ($375.0M), 9.250% senior secured notes due 2030 ($2.35B), 7.000% senior secured notes due 2031 (APLD ComputeCo 3 LLC, Polaris Forge 1 Building 4) ($1.59B), Senior Secured Notes due 2031 — Polaris Forge 2 (APLD ComputeCo 2 LLC) ($2.15B), Revolving credit facility (up to $430 million committed, $120 million incremental capacity to $550 million) ($430.0M), Series G convertible preferred stock equity facility (PEPA, sixth amendment) ($2.00B)
— of which existing debt
$14.05B
Existing cash
n/anot tracked in the system yet
Anti-dilution adjustment terms
Related acquisition
none
Related deal
none
Related site
none

Sources

ProposedApplied Digital proposes $300 million convertible senior notes due 2030
Oct 30, 2024
ClosedApplied Digital closes $450 million of 2.75% convertible senior notes due 2030
Nov 4, 2024