WhiteFiber plans $250M convertible notes offering due 2032

WhiteFiber, Inc. (Nasdaq: WYFI), a provider of artificial intelligence infrastructure and high-performance computing solutions, announced a proposed private placement of $250.0 million in convertible senior notes due 2032, according to a company statement.

The offering is targeted at qualified institutional buyers under Rule 144A of the Securities Act of 1933. WhiteFiber also intends to grant initial purchasers an option to buy up to an additional $37.5 million in notes within a 13-day settlement window from the date of first issuance.

The notes will be general senior unsecured obligations, with interest paid semiannually. Upon conversion, the company may settle in cash, ordinary shares valued at $0.01 par value, or a combination of both, at its discretion. The interest rate, initial conversion rate, and other terms will be set at the time of pricing.

WhiteFiber said it intends to use a portion of the proceeds to fund concurrent note exchange transactions involving holders of its existing 4.500% Convertible Senior Notes due 2031. The remainder is designated primarily for data center expansion, including property acquisition or lease, facility construction, energy service agreements, GPU server purchases, and potential acquisitions, partnerships, and joint ventures, as well as general corporate purposes.

The company noted that holders of existing notes participating in exchange transactions are expected to unwind hedge positions and sell ordinary shares received in those transactions. WhiteFiber cautioned that the volume of shares sold could be substantial relative to historical average daily trading volume, potentially affecting its share price around the time of pricing.

The closing of the new notes offering is contingent on the completion of substantially all of the note exchange transactions, and vice versa. WhiteFiber stated it will require additional project financing, such as construction loans, to fully execute its stated capital deployment plans.

The securities have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption.

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