Keel Infrastructure Plans $350M Convertible Notes to Fund 2.2 GW AI Data Centers
KEEL•Keel Infrastructure will offer $350 million of convertible senior notes due 2032, plus a $58 million option, accruing semi-annual interest and convertible into cash or stock to fund capped call hedges. The company is shifting to AI data centers with a 2.2 GW pipeline by 2027 despite a Q1 net loss of $145 million.
1. Convertible Note Terms
Keel Infrastructure intends to issue $350 million aggregate principal of convertible senior notes due January 15, 2032, with an option for an additional $58 million during a 13-day period. The senior unsecured notes will accrue interest semi-annually, be fully guaranteed by Bitfarms Ltd., and convert into cash and/or common stock under specified conditions.
2. Use of Proceeds and Capped Call Hedging
A portion of the net proceeds will fund capped call transactions designed to offset potential dilution upon conversion, while the balance supports general corporate needs such as long-lead equipment deposits and data center project collateral. Capped call counterparties are expected to hedge via share purchases and derivatives, potentially influencing stock trading around pricing and conversion windows.
3. AI Data Center Transition
Keel is pivoting from bitcoin mining to AI data center hosting, targeting a 2.2 GW build-out by 2027 focused on Nvidia-compatible infrastructure. Despite recording a Q1 net loss of $145 million and negative adjusted EBITDA, management projects conservative growth and views current valuation as attractive relative to sector peers.
