LAS
VEGAS, Dec. 17, 2024 /PRNewswire/ -- CleanSpark,
Inc. (Nasdaq: CLSK), America's Bitcoin Miner®
("CleanSpark" or the "Company"), today announced that it completed
its previously announced offering (the "Offering") of $650 million aggregate principal amount of 0.00%
Convertible Senior Notes due 2030 (the "Convertible Notes"). The
Convertible Notes were sold to the initial purchasers for resale in
a private offering to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities
Act of 1933, as amended (the "Securities Act"). The aggregate
principal amount of Convertible Notes sold in the offering of
$650 million is inclusive of
$100 million aggregate principal
amount of Convertible Notes sold to the initial purchasers by the
Company as a result of the initial purchasers' exercise in full of
the option granted to them by the Company to purchase additional
Convertible Notes.
In connection with the pricing of the Convertible Notes, the
Company entered into capped call transactions with various
counterparties at a "cap price" of $24.66 per share of the Company's common stock
("Common Stock"), representing a 100% premium over the common
stock's closing price of $12.33 on
December 12, 2024. The capped call
transactions are expected generally to reduce the potential
dilution to the Common Stock upon any conversion of the Convertible
Notes and/or offset any potential cash payments the Company is
required to make in excess of the principal amount of converted
Convertible Notes, as the case may be, with such reduction and/or
offset subject to a cap.
The Company has also repurchased 11.76 million shares of Common
Stock for approximately $145 million,
which will be removed from the Company's outstanding share count.
If the Company elects to settle the conversions of principal of the
Convertible Notes in cash and to settle the remainder of any
conversions in shares, and the conversions do not follow a notice
of redemption or certain corporate events, the Company will not
have to issue any additional shares (on a net basis, after
accounting for the benefits of the capped call and the share
repurchase), until the price of its Common Stock exceeds
$33.67. The Offering, the Company's
entry into the capped called transactions and the repurchase by the
Company of the Company's common stock described herein are
collectively referred to as the "Transactions," and the potential
dilutive impact of the Transactions is addressed further in the
table below.
"We are proud to have closed this offering with some of the
strongest institutional investors in the world and are excited to
share that our growth through 50 EH/s and beyond is now expected to
be more than fully funded from the proceeds," said Zach Bradford, CEO and President. "In addition
to funding the growth to 50 EH/s, share buyback, and capped call,
the additional capital will allow us to keep adding the
bitcoin we mine to our balance sheet. Beyond our
expansion efforts already under way, we remain well positioned to
continue executing on opportunistic acquisitions," Bradford
continued. "Importantly, this offering provides our stockholders
greater clarity on near term share count, given our ATM offering
was completed in early November, and we have no immediate plans to
commence another equity or equity-linked offering, as the capital
received from this offering sufficiently covers our near-term
strategic objectives."
The table below illustrates the Company's current expectations
regarding potential changes in share count resulting from the
Transactions. 1
The net proceeds to the Company from the sale of the Convertible
Notes were approximately $633.6
million, after deducting the initial purchasers'
discounts and estimated expenses payable by the Company in
connection with the offering. The Company has used approximately
$90.4 million of the net proceeds
from the Offering to pay the cost of the capped call transactions
and approximately $145.0 million to
repurchase shares of its common stock from investors in the
Convertible Notes, and intends to use the remaining net proceeds
for the repayment in full of amounts outstanding under the
Company's line of credit with Coinbase, capital
expenditures, potential acquisitions and general corporate
purposes.
The Convertible Notes and any shares of common stock issuable
upon conversion of the Convertible Notes, if any, have not been
registered under the Securities Act or securities laws of any other
jurisdiction, and the Convertible Notes and such shares of common
stock may not be offered or sold in the
United States absent registration or an applicable exemption
from registration under the Securities Act and any applicable state
securities laws.
This press release shall not constitute an offer to sell, or
a solicitation of an offer to buy the Convertible Notes, nor shall
there be any sale of the Convertible Notes or common stock in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About CleanSpark
CleanSpark, Inc. (Nasdaq: CLSK),
America's Bitcoin Miner®, is a market-leading, pure
play Bitcoin miner with a proven track record of
success. We own and operate a portfolio of mining facilities across
the United States powered by
globally competitive energy prices. Sitting at the intersection of
Bitcoin, energy, operational excellence and capital
stewardship, we optimize our mining facilities to deliver superior
returns to our shareholders. Monetizing low-cost, high reliability
energy by securing the most important finite, global asset –
Bitcoin – positions us to prosper in an ever-changing
world. Visit our website at www.cleanspark.com.
Forward-Looking Statements
This press release contains
forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995,
as amended. Such forward-looking statements include statements
concerning anticipated future events and expectations that are not
historical facts, such as statements concerning the anticipated use
of the net proceeds of the offering and expectations regarding the
potential dilutive impact of the Convertible Notes. All statements,
other than statements of historical fact, are statements that could
be deemed forward-looking statements. In addition, forward-looking
statements are typically identified by words such as "plan,"
"believe," "goal," "target," "aim," "expect," "anticipate,"
"intend," "outlook," "estimate," "forecast," "project," "continue,"
"could," "may," "might," "possible," "potential," "predict,"
"should," "would," "will" and other similar words and expressions,
although the absence of these words or expressions does not mean
that a statement is not forward-looking. Forward-looking statements
are based on the current expectations and beliefs of CleanSpark's
management and are inherently subject to a number of factors,
risks, uncertainties and assumptions and their potential effects.
There can be no assurance that future developments will be those
that have been anticipated. Actual results may vary materially from
those expressed or implied by forward-looking statements based on a
number of factors, risks, uncertainties and assumptions, including,
among others, risks described in the Company's prior press releases
and in the Company's filings with the Securities and Exchange
Commission (the "SEC"), including under the heading "Risk Factors"
in those filings, and other risks the Company may identify from
time to time. Forward-looking statements contained herein are made
only as to the date of this press release, and the Company assumes
no obligation to update or revise any forward-looking statements as
a result of any new information, changed circumstances or future
events or otherwise, except as required by applicable law.
Investors:
Harry
Sudock, SVP
702-989-7693
ir@cleanspark.com
Media:
Eleni
Stylianou
702-989-7694
pr@cleanspark.com
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SOURCE CleanSpark, Inc.
