NEW
YORK, Nov. 20, 2024 /CNW/ - Galaxy Digital
Holdings Ltd. (TSX: GLXY) ("GDH Ltd." or the "Company") is pleased
to announce that Galaxy Digital Holdings LP (the "Issuer," and
together with GDH Ltd., "Galaxy") intends to offer, subject to
market and other conditions, $300
million aggregate principal amount of exchangeable senior
notes due 2029 (the "Notes") in a private offering. The Issuer
intends to use the net proceeds from the offering to support the
build-out of high-performance computing infrastructure at its
Helios data center in West Texas
and for general corporate purposes, including potential repurchases
of its existing indebtedness.
The Issuer also intends to grant to the initial purchasers of
the Notes an option to purchase up to an additional $45 million aggregate principal amount of the
Notes during a 13-day period beginning on, and including, the first
day on which the Notes are issued.
As previously announced, the Company's board of directors has
approved a proposed corporate reorganization (the "Reorganization")
whereby Galaxy intends to consummate a series of related
transactions in connection with its re-domiciliation to
the United States, as a result of
which the ordinary shares of GDH Ltd. ("ordinary shares")
outstanding immediately prior to such transactions will
automatically convert into shares of Class A common stock (the
"Class A shares," and, together with ordinary shares, the "Common
Stock") of Galaxy Digital Inc., a Delaware holding company ("GDI"). Prior to
September 1, 2029, the Notes will be
exchangeable only upon satisfaction of certain conditions and only
during certain periods, and thereafter, the Notes will be
exchangeable at any time prior to the close of business on the
second scheduled trading day immediately preceding the maturity
date. The Notes will be exchangeable on the terms set forth in the
indenture for the Notes into cash, ordinary shares if the exchange
occurs prior to the Reorganization or Class A shares if the
exchange occurs after the Reorganization, or a combination of cash
and ordinary shares or Class A shares, as applicable, in each case,
at the Issuer's election.
The final terms of the offering will be determined by the Issuer
and the initial purchasers. The Notes will be general unsecured
obligations of the Issuer, will accrue interest payable
semi-annually in arrears and will mature on December 1, 2029, unless earlier repurchased,
redeemed or exchanged. The Notes will not be redeemable by the
Issuer at any time before December 6,
2027, except in certain circumstances set forth in the
indenture. The Notes will be redeemable, in whole or in part, for
cash at the Issuer's election at any time, and from time to time,
on or after December 6, 2027 and
prior to the 41st scheduled trading immediately before the maturity
date, but only if the last reported sale price per Common Stock
exceeds 130% of the exchange price for a specified period of time.
The redemption price for any Note called for redemption will be the
principal amount of such Note plus accrued and unpaid interest on
such Note to, but not including, the redemption date.
If a "fundamental change" (as defined in the indenture) occurs,
then, subject to certain conditions, noteholders may require the
Issuer to repurchase their Notes for cash. The repurchase price
will be equal to the principal amount of the Notes to be
repurchased, plus accrued and unpaid interest, if any, to, but not
including, the applicable repurchase date.
The offering of the Notes is subject to market conditions and
the satisfaction of closing requirements including the approval of
the Toronto Stock Exchange ("TSX").
The Notes and any Common Stock issuable or deliverable upon
exchange of the Notes have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state or foreign securities laws, or
qualified by a prospectus in Canada. The Notes and any Common Stock
issuable or deliverable upon exchange of the Notes may not be
offered or sold in the United
States absent registration under the Securities Act or an
applicable exemption from registration under the Securities Act.
Following the Reorganization and subject to certain conditions,
holders of the Notes are expected to have the benefit under a
registration rights agreement to require GDI to register the resale
of any Class A shares issuable upon exchange of the Notes on a
shelf registration statement to be filed with the U.S. Securities
and Exchange Commission. The Notes will only be offered and sold to
persons who are both reasonably believed to be "qualified
institutional buyers" (as defined in Rule 144A under the Securities
Act) and are "qualified purchasers" for purposes of Section 3(c)(7)
of the U.S. Investment Company Act of 1940, as amended, and the
rules thereunder. Offers and sales in Canada will be made only
pursuant to exemptions from the prospectus requirements of
applicable Canadian securities laws.
This news release is neither an offer to sell nor the
solicitation of an offer to buy the Notes or any other securities
and shall not constitute an offer to sell or solicitation of an
offer to buy, or a sale of, the Notes or any other securities in
any jurisdiction in which such offer, solicitation or sale is
unlawful.
Cautionary Statement Concerning Forward-Looking
Statements
The information in this press release may contain forward
looking information or forward
looking statements, including under Canadian securities laws
(collectively, "forward-looking statements"). Our forward-looking
statements include, but are not limited to, statements regarding
this offering, the use of proceeds therefrom and the terms of the
Notes, our or our management team's expectations, hopes, beliefs,
intentions or strategies regarding the future. Statements that are
not historical facts, including statements about Galaxy's business
pipelines for banking, expectations for increased load capacity at
the Helios site, mining goals and our ability to capture adjacent
opportunities, including in high-performance computing and the
Helios transaction, focus on self-custody and validator solutions
and our commitment to the future of decentralized
networks and the pending Reorganization, and the parties,
perspectives and expectations, are forward-looking statements. In
addition, any statements that refer to estimates, projections,
forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are
forward-looking statements. The words "anticipate," "believe,"
"continue," "could," "estimate," "expect," "forecast," "intend,"
"may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. The forward-looking
statements contained in this document are based on our current
expectations and beliefs concerning future developments and their
potential effects on us taking into account information currently
available to us. There can be no assurance that future developments
affecting us will be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties
(some of which are beyond our control) or other assumptions that
may cause actual results or performance to be materially different
from those expressed or implied by these forward-looking
statements. These risks include, but are not limited to: (1) the
inability to complete the proposed Reorganization, due to the
failure to obtain shareholder and stock exchange approvals, or
otherwise; (2) changes to the proposed structure of the
Reorganization that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining
shareholder or stock exchange approval of the Reorganization; (3)
the ability to meet and maintain listing standards following the
consummation of the Reorganization; (4) the risk that the
Reorganization disrupt current plans and operations; (5) costs
related to the Reorganization, operations and strategy; (6) changes
in applicable laws or regulations; (7) the possibility that Galaxy
may be adversely affected by other economic, business, and/or
competitive factors; (8) changes or events that impact the
cryptocurrency industry, including potential
regulation, that are out of our control; (9) the risk that our
business will not grow in line with our expectations or continue on
its current trajectory; (10) the possibility that our addressable
market is smaller than we have anticipated and/or that we may not
gain share of it; and (11) the possibility that there is a
disruption in mining impacting our ability to achieve expected
results or change in power dynamics impacting our results or our
ability to increase load capacity; (12) any delay or failure to
consummate the business mandates or achieve its pipeline goals in
banking and Gk8; (13) liquidity or economic conditions impacting
our business; (14) regulatory concerns, technological challenges,
cyber incidents or exploits on decentralized networks;
(15) the failure to enter into definitive agreements or otherwise
complete the anticipated transactions with respect to the
non-binding term sheet for Helios; (16) TSX approval of the
offering and (17) those other risks contained in the Annual
Information Forms for GDH Ltd. and the Issuer for the year ended
December 31, 2023 available on their
respective profiles at www.sedarplus.ca and their respective
Management's Discussion and Analysis, filed on November 7, 2024. Factors that could cause actual
results to differ materially from those described in such
forward-looking statements include, but are not limited to, a
decline in the digital asset market or general economic conditions;
the possibility that our addressable market is smaller than we have
anticipated and/or that we may not gain share of the stated
addressable market; the failure or delay in the adoption of digital
assets and the blockchain ecosystem; a delay or failure in
developing infrastructure for our business or our businesses
achieving our banking and Gk8 mandates; delays or other challenges
in the mining business related to hosting, power or our mining
infrastructure, or our ability to capture adjacent opportunities;
any challenges faced with respect to decentralized
networks, considerations with respect to liquidity and capital
planning and changes in applicable law or regulation and adverse
regulatory developments. Should one or more of these risks or
uncertainties materialize, they could cause our actual results to
differ materially from the forward-looking statements. The
forward-looking statements included in this press release are made
only as of the date hereof. We are not undertaking any obligation
to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise. You should
not take any statement regarding past trends or activities as a
representation that the trends or activities will continue in the
future. Accordingly, you should not put undue reliance on these
statements.
Other Disclaimers
The TSX has neither approved nor disapproved the contents
of this press release.
SOURCE Galaxy Digital Holdings Ltd.