Applied Digital Corporation
11/05/2024 | Press release | Distributed by Public on 11/05/2024 05:06
$450 Million of Convertible Notes Offering Form 8 K
$450 Million of Convertible Notes Offering
November 4, 2024
DALLAS, Nov. 4, 2024 (GLOBE NEWSWIRE) - Applied Digital Corporation (Nasdaq: APLD) ("Applied Digital" or the "Company"), a designer, builder, and operator of next-generation digital infrastructure designed for High-Performance Computing applications, today completed its previously announced offering of 2.75% Convertible Senior Notes due 2030 (the "Convertible Notes") in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The aggregate principal amount of notes sold in the offering was $450 million, which includes $75 million aggregate principal amount of notes issued pursuant to an option to purchase additional notes granted to the initial purchasers, which the Initial Purchasers exercised in full on October 31, 2024.
In conjunction with the issuance of the Convertible Notes, the Company entered into capped call transactions with a cap price of $14.72 (representing a premium of 100% over the last reported sale price) and, pursuant to share repurchases and prepaid forward repurchase transaction, repurchased approximately $84 million of the Company's common stock
The table below illustrates the potential net dilution expectations from the overall transaction.
The net proceeds from the sale of the Convertible Notes were approximately $434.5 million after deducting the initial purchasers' discounts and commissions and estimated offering expenses payable by the Company. The Company expects to use approximately $84 million of the net proceeds from the offering to fund share repurchases of the Company's common stock (the "common stock") in connection with the offering including (i) $52.7 million to fund the cost of entering into prepaid forward repurchase and (ii) $31.3 million to repurchase shares of the common stock, approximately $51.8 million of the net proceeds from the offering to pay the cost of the capped call transactions, and the remainder for general corporate purposes.
About Applied Digital
Applied Digital (Nasdaq: APLD) develops, builds and operates next-generation data centers and cloud infrastructure. Different by design, the company's purpose-built facilities are engineered to unleash the power of accelerated compute and deliver secure, scalable and sustainable digital hosting, along with turnkey CSaaS and GPU-as-a-Service solutions. Backed by deep hyperscale expertise and a robust pipeline of available power, Applied Digital accommodates AI Factories and beyond to support the world's most exacting AI/ML, blockchain and high-performance computing (HPC) workloads.
Forward-Looking Statements
This release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 regarding, among other things, the intended use of the proceeds and the effects of entering into, the capped call transactions and prepaid forward repurchase described above. These statements use words, and variations of words, such as "continue," "build," "future," "increase," "drive," "believe," "look," "ahead," "confident," "deliver," "outlook," "expect," "intend," "hope," "remain," "project" and "predict." You are cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events and thus are inherently subject to uncertainty. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the Company's expectations and projections. These risks, uncertainties, and other factors include: decline in demand for our products and services; the volatility of the crypto asset industry; the inability to comply with developments and changes in regulation; cash flow and access to capital; and maintenance of third-party relationships. The Company cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. Information in this release is as of the dates and time periods indicated herein, and the Company does not undertake to update any of the information contained in these materials, except as required by law.
Investor Relations Contacts
Matt Glover and Ralf Esper
Gateway Group, Inc.
(949) 574-3860
Media Contact
Buffy Harakidas, EVP and Jo Albers
JSA (Jaymie Scotto & Associates)
(856) 264-7827
Source: Applied Digital Corporation
Released November 4, 2024