Riot Platforms Announces Proposed Private Offering of $500 Million of Convertible Senior Notes

Rhea-AI Summary

Riot Platforms (NASDAQ: RIOT) has announced plans for a private offering of $500 million convertible senior notes due 2030 to qualified institutional buyers under Rule 144A. The company may grant initial purchasers an option for an additional $75 million in notes. The notes will be unsecured, senior obligations maturing on January 15, 2030, with potential early repurchase, redemption, or conversion options.

The notes will be convertible into cash, Riot's common stock, or a combination thereof, at Riot's discretion. The company plans to use the proceeds to acquire additional bitcoin and for general corporate purposes. The initial conversion rate will be determined at pricing, based on the weighted average price of Riot's common stock.

Positive

• Significant capital raise of up to $575 million through convertible notes
• Strategic plan to acquire additional bitcoin with proceeds
• Flexible conversion terms allowing company discretion in settlement method

Negative

• Potential future dilution of shareholders if notes are converted to common stock
• Additional long-term debt obligation of up to $575 million
• Early redemption option could force conversion before 2030 maturity

CASTLE ROCK, Colo., Dec. 9, 2024 /PRNewswire/ -- Riot Platforms, Inc. (NASDAQ: RIOT) ("Riot" or the "Company") today announced that it intends to offer, subject to market conditions and other factors, $500 million aggregate principal amount of its  convertible senior notes due 2030 (the "notes") 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"). Riot also expects to grant to the initial purchasers of the notes an option to purchase, within a three-day period beginning on, and including, the date on which the notes are first issued, up to an additional $75 million aggregate principal amount of the notes. The offering is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the offering may be completed.

The notes will be unsecured, senior obligations of Riot. The notes will mature on January 15, 2030, unless earlier repurchased, redeemed or converted in accordance with their terms. Subject to certain conditions, on or after January 20, 2028, Riot may redeem for cash all or any portion of the notes. If Riot redeems fewer than all the outstanding notes, at least $50 million aggregate principal amount of notes must be outstanding and not subject to redemption as of the relevant redemption notice date. The notes will be convertible into cash, shares of Riot's common stock, or a combination of cash and shares of Riot's common stock, at Riot's election. Prior to June 15, 2029, the notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the second scheduled trading day immediately preceding the maturity date. The initial conversion rate and other terms of the notes will be determined at the time of pricing of the offering. Riot expects that the reference price used to calculate the initial conversion price for the notes will be the U.S. composite volume weighted average price of Riot's common stock from 2:00 p.m. through and including volume reported on the Market Center Official Close on the date of pricing.

Riot intends to use the net proceeds from this offering to acquire additional bitcoin and for general corporate purposes.

The notes will be offered and sold to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act. The offer and sale of the notes and the shares of Riot's common stock issuable upon conversion of the notes, if any, have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and the notes and any such shares may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. Any offer of the notes will be made only by means of a private offering memorandum.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy the notes, nor shall there be any sale of, the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of any such state or jurisdiction. There can be no assurances that the offering of the notes will be completed as described herein or at all.

About Riot Platforms, Inc. 
Riot's (NASDAQ: RIOT) vision is to be the world's leading Bitcoin-driven infrastructure platform.

Our mission is to positively impact the sectors, networks and communities that we touch. We believe that the combination of an innovative spirit and strong community partnership allows the Company to achieve best-in-class execution and create successful outcomes.

Riot is a Bitcoin mining and digital infrastructure company focused on a vertically integrated strategy. The Company has Bitcoin mining operations in central Texas and Kentucky, and electrical switchgear engineering and fabrication operations in Denver, Colorado.

Forward-Looking Statements 
Statements in this press release that are not historical facts are forward-looking statements that reflect management's current expectations, assumptions, and estimates of future performance and economic conditions. Such statements rely on the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as "anticipates," "believes," "plans," "expects," "intends," "will," "potential," "hope," and similar expressions are intended to identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements about uncertainties related to market conditions and the completion of the offering on the anticipated terms or at all. Detailed information regarding the factors identified by the Company's management which they believe may cause actual results to differ materially from those expressed or implied by such forward-looking statements in this press release may be found in the Company's filings with the U.S. Securities and Exchange Commission (the "SEC"), including the risks, uncertainties and other factors discussed under the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as amended, and the other filings the Company makes with the SEC, copies of which may be obtained from the SEC's website, www.sec.gov. All forward-looking statements included in this press release are made only as of the date of this press release, and the Company disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which the Company hereafter becomes aware, except as required by law. Persons reading this press release are cautioned not to place undue reliance on such forward-looking statements.

For further information, please contact:
Investor Contact:
Phil McPherson
IR@Riot.Inc
303-794-2000 ext. 110

Media Contact:
Alexis Brock
303-794-2000 ext. 118
PR@Riot.Inc

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SOURCE Riot Platforms, Inc.

FAQ

What is the size of Riot Platforms' (RIOT) convertible note offering announced in December 2024?

Riot Platforms announced a $500 million convertible senior notes offering, with an additional option for $75 million, totaling up to $575 million.

When will Riot Platforms' (RIOT) 2024 convertible notes mature?

The convertible notes will mature on January 15, 2030, unless earlier repurchased, redeemed, or converted.

How does Riot Platforms (RIOT) plan to use the proceeds from the 2024 convertible note offering?

Riot plans to use the net proceeds to acquire additional bitcoin and for general corporate purposes.

What are the conversion terms for Riot Platforms' (RIOT) 2024 convertible notes?

The notes will be convertible into cash, shares of Riot's common stock, or a combination of both, at Riot's election.