Lawrence Jengar
Oct 21, 2025 19:00
Bitfarms Ltd. has successfully closed a $588 million offering of convertible senior notes, boosting its financial capacity for digital infrastructure expansion, according to GlobeNewswire.
Bitfarms Ltd. (NASDAQ/TSX: BITF), a North American leader in digital infrastructure, has announced the successful closure of a $588 million offering in convertible senior notes, according to GlobeNewswire. This move marks Bitfarms’ debut as an issuer in the convertible bond market, a strategic step aimed at enhancing its financial flexibility for high-performance computing (HPC) and artificial intelligence (AI) infrastructure projects.
Details of the Convertible Notes
The offering, which includes a full exercise of an $88 million option, results in net proceeds of approximately $568 million after deducting initial purchasers’ discounts and other expenses. The notes, carrying an interest rate of 1.375% per annum, are due in 2031. Bitfarms plans to utilize these funds for general corporate purposes, including the purchase of capped calls to mitigate economic dilution.
Notably, the initial conversion rate of the notes is set at 145.6876 common shares per $1,000 principal amount, equating to a conversion price of approximately $6.86 per share, representing a 30% premium over the last reported sale price of $5.28.
Strategic Financial Moves
Bitfarms’ CEO, Ben Gagnon, expressed satisfaction with the company’s successful entry into the convertible bond market, emphasizing that the upsizing of the deal has fortified Bitfarms’ balance sheet. The company now holds over $1 billion in cash, Bitcoin, and available funds from the Macquarie project facility, positioning it strongly for future growth in North America.
In addition to the financial maneuvering, Bitfarms has structured a capped call transaction with an initial cap price of $11.88 per common share, a 125% premium over the recent sale price. This strategy aims to preserve shareholder value while minimizing potential dilution.
Regulatory and Market Considerations
The issued convertible notes and the corresponding shares are not registered under the U.S. Securities Act of 1933, and sales were confined to qualified institutional buyers. Bitfarms leverages exemptions from prospectus requirements under Canadian securities laws, ensuring compliance with regulatory standards.
With a focus on U.S. expansion, Bitfarms is channeling its efforts into developing its 1.3 GW energy pipeline, predominantly situated in data center hubs with strong power and fiber infrastructure.
About Bitfarms
Founded in 2017, Bitfarms has established itself as a prominent player in the digital infrastructure sector, operating advanced data centers across the Americas. As a publicly traded company on both the Nasdaq and Toronto Stock Exchange, Bitfarms continues to innovate in the realms of cryptocurrency mining and digital infrastructure.
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