Crypto Mining Giant Announces Bond Issuance to Acquire More Bitcoin
Riot Platforms (RIOT) announced its intention to offer $500 million in aggregate principal amount of convertible senior notes due 2030, depending on market conditions and other factors. This private offering is intended for qualified institutional buyers under Rule 144A of the Securities Act of 1933. Riot also plans to provide initial purchasers of the notes with an option to purchase an additional $75 million in aggregate principal amount of the notes within three days of the date of the initial issuance. While no definitive information regarding the completion of this offering is provided, it is noted that changes in the market and other conditions could affect this situation.
The notes will constitute Riot's unsecured senior obligations and will mature on January 15, 2030. Under certain conditions, Riot may repurchase any or all of the notes for cash after January 20, 2028. Riot stated that the notes will be convertible into cash, shares of the company's common stock, or a combination of both. The notes will be convertible until June 15, 2029, upon the occurrence of certain events and conditions, and then at any time up to the second trading day immediately preceding the maturity date.
The initial conversion rate and other terms of the notes will be determined at the pricing of the offering. Riot anticipates that the reference price used to calculate the initial conversion price of the notes will be the volume-weighted average price of the company's common stock reported on the Market Center Official Close on the pricing date.
Riot will use the proceeds from the notes offering to acquire additional Bitcoin and for general corporate purposes. The notes will be offered and sold to qualified institutional buyers under Rule 144A of the Securities Act. The offering and sale of the notes and the shares of Riot common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction.
Therefore, the notes and any shares of stock that may be issued upon conversion thereof may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The offering of the notes will only be made by means of a private offering memorandum.
Riot Platforms' mission and operations focus on Bitcoin mining and digital infrastructure, operating Bitcoin mining facilities in Texas and Kentucky, as well as electrical engineering and manufacturing operations in Denver, Colorado. The company operates under a vertical integration strategy aimed at strengthening its position in the industry. Riot aims to establish itself as a leading firm in the world for Bitcoin-focused infrastructure.