Key Elements of the Transaction:
The offering comprises $900 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (with a 37.5% conversion premium).
TeraWulf has granted the initial purchasers of the Convertible Notes a 13-day option to purchase up to an additional $125 million aggregate principal amount of the Convertible Notes.
The offering is expected to close on October 31, 2025, subject to satisfaction of customary closing conditions.
Use of Proceeds:
The Company anticipates that the aggregate net proceeds from the offering will be approximately $877.6 million (or approximately $999.7 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers' discounts and commissions and estimated offering expenses payable by TeraWulf. The Company intends to use the net proceeds to fund a portion of the cost of construction of a data center campus in Abernathy, Texas and for general corporate purposes.
Additional Details of the Convertible Notes:
The Convertible Notes will be senior unsecured obligations of the Company, they will not bear regular interest and the principal amount will not accrete. The Company will pay special interest, if any, at its election as the sole remedy relating to the Company's failure to comply with its reporting obligations. The Convertible Notes will mature on May 1, 2032, unless earlier repurchased, redeemed or converted in accordance with their terms. Prior to February 1, 2032, the Convertible Notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, the Convertible Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.
The Convertible Notes will be convertible into cash in respect of the aggregate principal amount of the Convertible Notes to be converted and cash, shares of the Company's common stock ("common stock") or a combination of cash and shares of common stock, at the Company's election, in respect of the remainder, if any, of the Company's conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. The conversion rate will initially be 50.1567 ...
