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HIVE Digital plans $100M private note offering due 2031

June 25, 2026 7:32 AM EDT

HIVE Digital Technologies Ltd. (TSX: HIVE) (NASDAQ: HIVE) announced that its wholly-owned subsidiary, HIVE Bermuda 2026 Ltd., intends to offer $100 million in aggregate principal amount of 0% exchangeable senior notes due 2031 in a private offering to qualified institutional buyers under Rule 144A of the U.S. Securities Act.



The subsidiary also expects to grant initial purchasers an option, exercisable within 13 days of the notes' first issuance, to purchase up to an additional $15 million in aggregate principal amount of notes.



The notes will carry no regular interest and will not accrete in principal value. They will be exchangeable under certain conditions, with settlement in cash, common shares of HIVE, or a combination of both, at the issuer's election. The notes will be general unsecured obligations of the subsidiary, guaranteed on a senior unsecured basis by HIVE.



Proceeds are intended to fund subsidiaries of HIVE for general corporate purposes, capital investment including the purchase of graphics processing units, and data center development. HIVE also plans to enter into capped call transactions with one or more financial institutions, funded using cash on hand, intended to reduce potential dilution of common shares upon exchange of the notes.



The company is relying on an exemption under Section 602.1 of the TSX Company Manual available to eligible interlisted issuers in connection with the offering. The notes have not been registered under U.S. securities laws and may not be offered or sold in the United States absent registration or an applicable exemption.


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