Galaxy Digital Holdings Ltd. (TSX: GLXY) is pleased to announce that Galaxy Digital Holdings LP intends to offer, subject to market and other conditions, $300 million aggregate principal amount of exchangeable senior notes due 2029 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”).
