HIVE Raises $115M in Zero-Coupon 2031 Notes with 125% Conversion Premium
HIVE Digital Technologies has closed a $115 million private offering of 0% exchangeable senior notes due 2031, including a $15 million upsized option, yielding net proceeds of approximately $109.5 million. The funds will support GPU purchases, data center expansion and general corporate purposes while minimizing dilution with a 125% capped-call premium.
1. Offering Details and Structure
HIVE Digital Technologies completed a private placement of $115 million in 0% exchangeable senior notes due April 15, 2031. The deal was upsized by $15 million through an initial purchasers’ option, with net proceeds of about $109.5 million after fees (excluding capped-call costs), sold exclusively to qualified institutional buyers under Rule 144A.
2. Conversion and Capped Call Terms
The notes convert at 389.5029 shares per $1,000 principal (roughly $2.57 per share), a 17.5% premium to HIVE’s April 16 share price. Concurrent capped call transactions set a cap price of $4.92 (125% premium), hedging dilution and funded by roughly $19.8 million of existing cash, potentially reimbursable from offering proceeds.
3. Use of Proceeds and Strategic Impact
Proceeds will finance general corporate needs, graphics processing unit investments and data center development through subsidiaries. Management believes zero-interest debt reflects investor confidence and provides low-cost capital to achieve HIVE’s 2026 AI infrastructure growth targets while limiting share dilution.
4. Toronto Stock Exchange Listing
HIVE received conditional approval to transfer its primary listing from the TSX Venture Exchange to the Toronto Stock Exchange, pending regulatory requirements by June 30, with trading expected to begin by April 30.