CASTLE
ROCK, Colo., Dec. 10,
2024 /PRNewswire/ -- Riot Platforms, Inc. (NASDAQ:
RIOT) ("Riot" or the "Company") today announced the pricing of
its offering of $525 million
aggregate principal amount of its 0.75% convertible senior notes
due 2030 (the "notes"). The notes will be sold in a private
offering only 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 granted
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 was upsized from the previously announced
offering of $500 million aggregate
principal amount of notes. The offering is expected to close on
December 11, 2024, subject to
satisfaction of customary closing conditions.
The notes will be unsecured, senior obligations of Riot. The
notes will bear interest at a rate of 0.75% per year, payable
semiannually in arrears on January 15
and July 15 of each year, and 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 at a redemption price equal to 100% of the
principal amount of the notes to be redeemed, plus accrued and
unpaid interest to, but excluding, the redemption date, if the
daily VWAP (as defined in the private offering memorandum for the
offering of the notes) has been at least 130% of the conversion
price then in effect for a specified period of time ending on the
trading day immediately before the date the notice of redemption is
sent. 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.
In connection with certain corporate events or if Riot calls any
note for redemption, it will, under certain circumstances, be
required to increase the conversion rate for holders who elect to
convert their notes in connection with such corporate event or
notice of redemption.
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 July 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 conversion rate for the notes will initially be 67.2767
shares of Riot's common stock per $1,000 principal amount of notes, which is
equivalent to an initial conversion price of approximately
$14.86 per share. The initial
conversion price of the notes represents a premium of approximately
32.5% over 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 December 9, 2024, which was
$11.2181. The conversion rate will be
subject to adjustment upon the occurrence of certain events.
Riot estimates that the net proceeds from the sale of the notes
will be approximately $511.5 million
(or approximately $584.6 million
if the initial purchasers exercise in full their option to purchase
additional notes), after deducting the initial purchasers'
discounts and commissions and estimated offering expenses payable
by Riot.
Riot intends to use the net proceeds from the 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. The offering of the notes is being 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. 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 the satisfaction of
closing conditions for the sale of the notes. 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
303-794-2000 ext. 110
IR@Riot.Inc
Media Contact:
Alexis Brock
303-794-2000 ext. 118
PR@Riot.Inc
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SOURCE Riot Platforms, Inc.
