Bitdeer announces plan to offer $400 million principal amount of convertible senior notes due 2031

A few days after a fire gutted Bitdeer’s under-construction Bitcoin mining facility in Massillon, Ohio, Bitdeer Technologies Group has announced the pricing of a $400 million private placement of convertible senior notes due in 2031. 

It is offering the placement to qualified institutional buyers under Rule 144A. Net proceeds are estimated at approximately $388 million, but that value could reach $446.4 million if the $60 million underwriter option is exercised fully. 

Bitdeer is raising funds 

Bitdeer announced its intention to offer US$400 million principal amount of convertible senior notes due 2031 in a private placement to those qualified on November 12. It also revealed plans to grant the initial purchasers of the notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $60 million principal amount of notes.

Earlier today, Bitdeer shared more details regarding the notes. They will be general, senior unsecured obligations of Bitdeer and are expected to accrue interest payable semiannually in arrears. They will also carry a 4.00% interest rate payable semiannually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026, and will be convertible into Class A ordinary shares.

Bitdeer will use the net proceeds from the notes offering and the registered direct offering to pay the approximately $35.4 million cost of the capped call transactions that Bitdeer entered into with one of the initial purchasers or its affiliate and other financial institutions (the “option counterparties”) and to pay the approximately $267.9 million cost of repurchasing for cash $200.0 million aggregate principal amount of Bitdeer’s 5.25% convertible senior notes due 2029 (the “November 2029 notes”) in the note repurchase transactions. 

The remaining net proceeds from the notes offering will be used for data center expansion, ASIC-based mining rig development and manufacture, and expansion of its HPC and AI cloud business, as well as working capital and other general corporate purposes. 

In the situation that the initial purchasers exercise their option to purchase additional notes, Bitdeer will use the net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties and the remaining net proceeds for data center expansion, ASIC-based mining rig development and manufacture and expansion of its HPC and AI cloud business, as well as working capital and other general corporate purposes. 

The sale of the notes is expected to close on November 17, 2025, subject to customary closing conditions. The notes will mature on November 15, 2031, unless earlier converted, redeemed, or repurchased.

Bitdeer recovers from a fire at its Ohio facility 

According to Bitdeer’s chairman and chief executive officer, Jihan Wu’s post on X, a fire incident took down two of its 26 buildings, but nobody was hurt. “Senior management team is running there and will investigate further,” Wu wrote. 

He later shared an update revealing that the blaze was caused by welding operations and fanned by strong winds, which helped it spread quickly to another structure. “The fire has been put out,” Wu wrote. “Whether the transformers were damaged or not will need to be further checked. Buildings need to be replaced with new ones.”

Reports claim the incident occurred before any mining equipment had been installed and all affected buildings were still under construction, so the operational impact on existing mining output is expected to be minimal. Still, the damage to infrastructure and potential delays in equipment installation are projected to affect the company’s near-term growth plans.

Despite the company’s best assurances, the incident has reminded many of the physical and operational risks facing large-scale Bitcoin miners as they race to build new capacity ahead of the next Bitcoin halving cycle. 

For now, the company has not provided an updated timeline for when operations at the Massillon facility will resume, but more information is expected as insurance and safety teams conduct a detailed inspection.

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