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← Keel Infrastructure · Financing

1.375% Convertible Senior Notes due 2031

Oct 21, 2025 · Closed
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Terms of issuance

Instrument
Convertible notes
Principal
$588.0M
Net proceeds
$568.0M
Coupon
1.375%
Issue date
Oct 21, 2025
Maturity
2031
Conversion ratio
145.6876 shares / $1,000 principal

Conversion terms

Conversion premium
n/acalculated from conversion price & reference stock price
Conversion price
$6.86
Underlying shares
85,714,286calculated: principal ÷ conversion price, unless directly stated
Dilution %
15.5%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 $6.86Notes redeemed for cash at maturity (or company's election); no dilution.
Above $6.86In the money — full dilution from conversion, no hedge in place.

Context

Shares outstanding (as of issue date)
552,599,613
Stock price / market cap (as of issue date)
n/ano price on or before the issue date
Other financing outstanding (excl. this instrument)
At-the-market equity program (up to US$375 million) ($375.0M), Macquarie project-specific financing facility (up to $300 million) ($300.0M), 1.250% Convertible Senior Notes due 2032 ($458.0M)
— of which existing debt
$1.13B
Existing cash
n/anot tracked in the system yet
Anti-dilution adjustment terms
Related acquisition
none
Related deal
none
Related site
none

Sources

ClosedBitfarms closes $588 million of 1.375% convertible senior notes due 2031
Oct 21, 2025