Bitcoin miner Bitdeer tumbles 17% as $300 million convertible note offering spurs dilution fears

Bitdeer Technologies (BTDR) shares plunged on Thursday on plans to raise $300 million through a private sale of convertible senior notes, alongside a separate registered direct offering of Class A shares.

The notes, due in 2032, can convert into cash, shares or a mix of both at Bitdeer’s election. The underwriter greenshoe option is for another $45 million in notes.

The Singapore-based company also intends to sell an unspecified number of Class A shares directly to certain holders of its 5.25% convertible notes due 2029. It plans to use proceeds from both offerings to fund capped call transactions designed to limit share dilution if the new notes convert, and to repurchase a portion of the 2029 notes in private deals.

Any remaining funds will go toward expanding data centers, growing its high-performance computing and AI cloud businesses and developing ASIC-based mining rigs.

Convertible debt often puts pressure on shares because investors factor in the risk of future dilution. In simple terms, if the company’s stock rises, noteholders may convert their debt into equity, increasing the share count. Bitdeer’s use of capped calls aims to offset some of that effect, though such hedging can add volatility around pricing.

The registered direct offering depends on completion of the notes sale and related repurchases, while the notes offering can proceed on its own.

Bitdeer's shares fell 17% in the early morning trading below $8 for the first time since April.

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