Bitdeer upsizes $325M 2032 converts with capped calls

What to Know:

• Bitdeer issues $325M convertible senior notes at 5.00%, due 2032.
• Initial conversion price is $9.93 per share.

Bitdeer Technologies Group (Nasdaq: BTDR) priced an upsized $325 million offering of convertible senior notes bearing a 5.00% coupon and maturing in 2032, according to GlobeNewswire. The notes carry an initial conversion price of approximately $9.93 per share.

The company increased the deal size from a previously announced $300 million, alongside related capped call transactions and a partial repurchase of earlier notes. The press materials detail roughly $29.2 million allocated to capped calls and the repurchase of $135 million face amount of 5.25% notes due 2029 for about $138.2 million in cash.

On full conversion at $9.93, the $325 million principal would equate to roughly 32.7 million shares before giving effect to any net share settlement features or anti-dilution adjustments. The capped calls are intended to reduce net share issuance if the stock trades above the conversion price, subject to their cap.

Why it matters: dilution risk, capped calls, 2029 repurchase, BTDR drop

Convertible issuance can dilute existing shareholders if the stock trades above the conversion price and the company settles in shares. Capped calls typically offset dilution between the conversion price and an upper cap, which can limit share issuance across a defined price band.

The 2029 note repurchase reshapes Bitdeer’s debt stack. Retiring $135 million of 5.25% notes trims about $7.1 million in annual coupon outlay, while the new $325 million at 5.00% adds about $16.3 million, implying a net interest increase near $9.2 million before taxes. Actual impact may vary with settlement mechanics and timing.

BTDR shares fell after the financing news, reflecting sensitivity to dilution and execution risk. As reported by CoinCentral, the stock dropped about 17% to $7.94 following the announcement of the convertible offering.

Analysts have highlighted balance sheet pressures as a backdrop to the deal. As reported by Investing.com, the offering comes amid Bitdeer “burning through cash,” a characterization tied to concerns over negative leverage to free cash flow.

At the time of this writing, the data show Bitcoin near $68,006 with very high implied volatility around 11.75% and a neutral RSI reading near 35.72. Such conditions can influence miners’ revenue expectations and investor risk appetite.

Use of proceeds: AI/HPC cloud, data centers, ASIC manufacturing

Per the company’s disclosure, proceeds will fund data center expansion, development of its AI/HPC cloud business, and the manufacture of ASIC mining rigs. Remaining funds are earmarked for working capital and general corporate purposes.

A portion of the proceeds is designated for capped call transactions intended to mitigate potential dilution if the notes convert. Another portion funds the repurchase of a segment of the 2029 convertible notes, realigning maturities and terms.

Management’s allocation suggests a focus on scale and compute-centric growth while attempting to control equity dilution from conversion. Execution against these investment priorities will be a key determinant of the financing’s long-term effects.