WhiteFiber proposes $200 million convertible notes offering

WhiteFiber Inc. (NASDAQ: WYFI) announced plans to offer $200 million in convertible senior notes due 2031 through a private placement to qualified institutional buyers. The AI infrastructure and high-performance computing solutions provider also intends to grant initial purchasers an option to buy up to an additional $30 million in notes within 13 days of the initial issuance.

The notes will be general, senior unsecured obligations that accrue interest payable semiannually. Upon conversion, WhiteFiber may pay cash, ordinary shares, or a combination at its discretion. The interest rate, initial conversion rate, and other terms will be determined at pricing.

WhiteFiber plans to use proceeds primarily for data center expansion, including property lease or purchase for additional facilities, construction costs, energy service agreements, equipment purchases, and potential acquisitions or partnerships. The company stated it will require additional project financing to fully accomplish these initiatives.

In connection with the offering, WhiteFiber intends to enter a zero-strike call option transaction with one of the initial purchasers or its affiliate. The transaction would give WhiteFiber the right to receive a specified number of ordinary shares without further payment, with expiration shortly after the notes' maturity date.

The option counterparty may modify hedge positions through derivative transactions or by purchasing or selling ordinary shares in secondary markets. These activities could affect the market price of both the ordinary shares and notes.

The notes and any shares issuable upon conversion have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States without registration or an applicable exemption.

The offering remains subject to market conditions and other factors, according to the company's statement.

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