Keel Infrastructure Announces Closing of $458 Million of Convertible Senior Notes
Rhea-AI Summary
Keel Infrastructure (NASDAQ/TSX: KEEL) closed a private offering of $458 million aggregate principal amount of 1.250% convertible senior notes due January 15, 2032, including a $58 million overallotment option.
The notes carry a 1.250% coupon, a conversion price of $7.41 (about 25% above the June 4, 2026 Nasdaq close of $5.93) and are hedged with capped calls up to $11.86, funded from proceeds. Keel expects roughly $445.4 million in net proceeds, enhancing flexibility to fund data center developments and general corporate purposes. The notes are senior unsecured and fully guaranteed by Bitfarms.
Positive
- Completed $458 million offering of 1.250% convertible senior notes due 2032
- Approximately $445.4 million in net proceeds before expenses and capped call costs
- Low 1.250% annual coupon, payable semi-annually
- Capped call transactions designed to reduce dilution up to $11.86 share price
- Existing liquidity and new proceeds expected to support multiple development projects
- Notes fully and unconditionally guaranteed on a senior unsecured basis by Bitfarms
Negative
- Issuance of $458 million senior unsecured debt increases leverage and future obligations
- Potential shareholder dilution from conversion at an initial price of about $7.41 per share
- Notes mature in 2032, creating a long-dated repayment or refinancing requirement
News Market Reaction – KEEL
In the Jun 10 session, KEEL declined 3.14%, reflecting a moderate negative market reaction. Argus tracked a peak move of +7.6% during that session. Argus tracked a trough of -13.2% from its starting point during tracking. Our momentum scanner triggered 24 alerts that day, indicating elevated trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Jun 05 | Convertible notes pricing | Negative | -13.5% | Upsized $400M 1.25% convertible notes pricing with capped call protection. |
| Jun 04 | Proposed note offering | Negative | -13.5% | Announcement of proposed $350M 2032 convertible notes private offering. |
| May 11 | Q1 2026 earnings | Negative | +8.3% | Q1 revenue decline, large losses, but strong $533M liquidity for AI build-out. |
| Apr 28 | Conference appearance | Neutral | -8.0% | Announcement of management presentation at Needham technology conference. |
| Apr 27 | Earnings call notice | Neutral | -4.6% | Scheduling of Q1 2026 earnings release and conference call details. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent downside reactions have clustered around financing and capital markets announcements, while the latest earnings update saw a positive move despite weak operating metrics.
Over the past two months, Keel has shifted focus to funding its North American HPC/AI build-out. On May 11, 2026, Q1 results showed $37M revenue and substantial losses but highlighted $533M in liquidity to support Panther Creek, Sharon, and Moses Lake, and the stock rose 8.31%. In contrast, announcements on June 4 and June 5 about a proposed and then upsized convertible notes offering led to sharp -13.49% reactions, showing investor sensitivity to financing structures.
Key Terms
convertible senior notes financial
capped calls financial
capped call transactions financial
letters of credit financial
qualified institutional buyers regulatory
rule 144a regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
- A portion of proceeds was used to fund the cost of capped calls intended to offset any dilution upon conversion of the convertible notes up to a Keel share price of
$11.86 - Existing liquidity expected to be sufficient to develop Panther Creek, Sharon, and Moses Lake through leasing; opportunistic capital raise expected to improve flexibility to make value-add investments across current developments
NEW YORK, June 09, 2026 (GLOBE NEWSWIRE) -- Keel Infrastructure Corp. (NASDAQ/TSX: KEEL), a North American digital and energy infrastructure company (“Keel” or the “Company”), today announced that it has closed its offering of
Summary of the Offering
- Approximately
$445.4 million in net proceeds to Keel, after deducting the initial purchasers’ discounts and commissions but before deducting the estimated offering expenses and the cost of the capped call transactions. - Interest coupon of
1.250% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2027. - Initial conversion price of approximately
$7.41 per share of common stock, which represents an approximately25% premium to the last reported sale price of$5.93 per share of common stock on the Nasdaq on June 4, 2026. - Initial cap price of the capped call transaction of
$11.86 per share of common stock , which represents a premium of100% to the last reported sale price of$5.93 per share of common stock on the Nasdaq on June 4, 2026.
Use of Proceeds
The Company’s existing liquidity is expected to be sufficient to develop Panther Creek, Sharon, and Moses Lake through leasing. The proceeds from this offering are expected to improve the Company’s flexibility to make value-add investments across the Company’s current developments.
Keel intends to use the net proceeds as follows:
- A portion of the net proceeds from this offering was used to fund the cost of entering into the capped call transactions described above.
- The remaining net proceeds will be used for general corporate purposes, which may include funding deposits for long-lead equipment and/or collateralizing letters of credit related to expanding and/or accelerating data center development projects.
Additional Information
The payment obligations under the notes are fully and unconditionally guaranteed, on a senior, unsecured basis, by Bitfarms Ltd. (the “guarantor”). Keel may settle conversions of the Convertible Notes in cash, common stock or a combination of cash and common stock, at its election. Keel will have the right to redeem the Convertible Notes in certain circumstances and will be required to offer to repurchase the Convertible Notes upon the occurrence of certain events. Prior to October 15, 2031, the Convertible Notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, the Convertible Notes will be convertible at the option of holders at any time until the close of business on the scheduled trading day immediately preceding the maturity date. The Convertible Notes will mature on January 15, 2032, unless earlier repurchased, redeemed or converted in accordance with their terms.
The Convertible Notes and the common stock issuable upon the conversion thereof have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or registered under any state securities laws, or qualified by a prospectus in any province or territory of Canada. The Convertible Notes and the common stock may not be offered, sold or delivered, directly or indirectly, in the United States absent registration under the Securities Act or an applicable exemption from registration under the Securities Act. The Convertible Notes were offered only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act). Offers and sales in Canada were made only pursuant to exemptions from the prospectus requirements of applicable Canadian provincial and territorial securities laws.
The Company is relying on the exemption under Section 602.1 of the Toronto Stock Exchange’s Company Manual (the “TSX manual”) available to Eligible Interlisted Issuers (as defined in the TSX manual) in respect of the offering.
This press release is neither an offer to sell, nor is it a solicitation of an offer to buy the Convertible 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 Convertible Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Keel Infrastructure Corp.
Keel Infrastructure is a North American digital infrastructure and energy company that develops and owns data centers and energy infrastructure for high-performance computing workloads, including AI. With a pipeline of 2.2 gigawatts and established grid interconnections already in place, Keel delivers scalable infrastructure solutions in high-demand power markets across Pennsylvania and Washington in the United States, and Québec in Canada. Keel is headquartered in New York City and trades under the ticker symbol "KEEL" on Nasdaq and TSX.
On April 1, 2026, Keel became the ultimate parent company of Bitfarms Ltd. and its subsidiaries (“Bitfarms”) pursuant to a statutory plan of arrangement (the “Arrangement”) as part of Bitfarms' previously announced intention to redomicile from Canada to the United States and rebrand to Keel Infrastructure. Pursuant to the Arrangement, Keel indirectly acquired all issued and outstanding common shares in the capital of Bitfarms, and in exchange, holders of the common shares of Bitfarms received one share of common stock of Keel per common share of Bitfarms.
Forward-Looking Statements
This news release contains certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that are based on expectations, estimates, and projections as at the date of this news release and are covered by safe harbors under Canadian and U.S. securities laws. The statements and information in this release regarding the offering of Convertible Notes, the capped call transactions, and the use of proceeds of the offering of Convertible Notes, among others, are forward-looking information.
Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “positioning”, “prospects”, “believes”, “on track” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.
This forward-looking information is based on assumptions and estimates of management of Keel at the time they were made, and involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Keel to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking information. Such factors, risks, and uncertainties include, among others: our limited operating history and history of operating losses, which make it difficult to evaluate our business and prospects; our evolving business model and strategy, including our strategic transformation from Bitcoin mining to high-performance computing (“HPC”) infrastructure, which may not be successful; our dependence on reliable and economical sources of power, including regulated electricity rates in Québec (Canada), Pennsylvania and Washington state (United States); our reliance on a limited number of third-party suppliers and manufacturers, including those in foreign jurisdictions, exposing us to supply chain disruptions, trade restrictions, and tariff risks; delays, cost overruns, and other risks associated with the continued development of our existing and planned facilities; intense competition from other Bitcoin mining companies and established HPC data center operators, some of which may have greater resources and experience; the potential inadequacy of our insurance coverage to protect against all losses; our increased focus on developing HPC and AI data centers may not become profitable and may divert resources from our Bitcoin mining operations; the capital-intensive nature of constructing HPC data centers and our potential inability to secure financing for such efforts; significant competition for suitable data center sites and regulatory constraints that could adversely impact our development pipeline; our dependence on significant customers for our HPC data centers, and the risk of customer default or failure to make timely payments; the rapidly evolving regulatory landscape surrounding HPC, AI, and Bitcoin mining, which may negatively impact our expansion efforts; the high volatility of Bitcoin prices, which has significantly affected and will continue to affect the profitability of our operations; periodic Bitcoin halving events that reduce mining rewards and could render our mining operations unprofitable; increases in cryptocurrency network difficulty and global computing power that could reduce our mining revenues; our reliance on a single third-party mining pool operator, subjecting us to concentration risk; fraud or failure of Bitcoin exchanges, custodians, and other trading venues that could adversely impact Bitcoin prices and our business; our requirement to obtain and comply with numerous government permits and approvals across multiple jurisdictions; extensive environmental, energy, and climate-related regulation that could result in significant additional costs or liabilities; political uncertainty in the U.S. and internationally, including potential regulatory and policy changes affecting the cryptocurrency and data center industries; cybersecurity threats and hacking attacks that could compromise our systems and data; the need for additional capital in the future, with no assurance that financing will be available on acceptable terms; risks that our hedging activities may not be effective and could result in significant losses; counterparty risk with respect to the capped call transactions entered into in connection with the convertible notes; potential dilution to shareholders from future issuances of capital stock, conversion of convertible notes, or exercise of options and warrants; and risks related to the U.S. Redomiciliation Transaction, including the possibility that anticipated benefits may not be realized. For further information concerning these and other risks and uncertainties, refer to Keel’s filings with the U.S. Securities and Exchange Commission (“SEC”) at www.sec.gov and under its profile at www.sedarplus.ca, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent filings with the SEC. There may be other factors that cause results not to be as anticipated, estimated, or intended, including factors that are currently unknown to or deemed immaterial by Keel. There can be no assurance that such statements will prove to be accurate as actual results, and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on any forward-looking information. Keel does not undertake any obligation to revise or update any forward-looking information other than as required by law. Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither Nasdaq, the Toronto Stock Exchange, or any other securities exchange or regulatory authority accepts responsibility for the adequacy or accuracy of this release.
Investor Relations Contact:
Laine Yonker
ir@keelinfra.com
Media Contact:
Tara Goldstein
media@keelinfra.com
