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Get filing alertsKeel prices $400M convertible notes offering, upsized from $350M, to fund data center growth
Filed June 5, 2026 · Period ending June 4, 2026 · ~1 min read
Key Changes
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high
Priced $400M of 1.250% convertible senior notes due 2032, upsized from previously announced $350M, with 13-day option for additional up to $58M. Notes convert at $7.41/share, a 25% premium to June 4 close of $5.93.
Item 8.01 — Other Events verify on EDGAR → -
medium
Entered capped call transactions with cap price of $11.86/share (100% premium to June 4 close) to reduce dilution from conversion and offset cash payments above principal.
Item 8.01 — Other Events verify on EDGAR → -
medium
Will use proceeds to fund capped calls and for general corporate purposes including equipment deposits and letters of credit for data center development at Panther Creek, Sharon, and Moses Lake.
Item 8.01 — Other Events verify on EDGAR → -
low
Notes are senior unsecured obligations guaranteed by wholly owned subsidiary Bitfarms Ltd., bearing 1.250% interest payable semi-annually, maturing January 15, 2032.
Item 8.01 — Other Events verify on EDGAR →
Summary
Keel Infrastructure priced a $400 million convertible notes offering at a 1.250% coupon, upsizing from the initially announced $350 million base. The notes convert at $7.41 per share, a 25% premium to the June 4 closing price, and mature in January 2032. The company simultaneously entered capped call transactions with a $11.86 cap price to mitigate dilution from future conversions.
The low coupon reflects strong investor demand for exposure to Keel's data center infrastructure buildout. The company states its existing liquidity can fund the Panther Creek, Sharon, and Moses Lake projects through leasing, but the new capital provides flexibility for value-add investments and accelerated development.
Proceeds will fund the capped calls and general corporate purposes including equipment deposits and letters of credit for data center expansion. The upsizing signals robust market appetite for the offering and confidence in Keel's growth trajectory in digital infrastructure.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
The Convertible Notes will have an initial conversion rate of 134.9073 shares of common stock per $1,000 principal amount of Convertible Notes, equivalent to an initial conversion price of approximately $7.41 per share of common stock. The initial conversion rate represents a premium of approximately 25% to the last reported sale price of $5.93 per share of common stock on the Nasdaq on June 4, 2026.
The notes convert at an initial rate of 134.9073 shares per $1,000 principal, equivalent to a conversion price of approximately $7.41 per share. This represents a 25% premium to the June 4, 2026 closing price of $5.93. The company may settle conversions in cash, stock, or a combination at its election.
Added in current filing · view on EDGAR →
The Company intends to use a portion of the net proceeds from this offering to fund the cost of entering into the capped call transactions described below and the remaining net proceeds 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. While 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 will use a portion of proceeds to fund capped call transactions and the remainder for general corporate purposes, which may include funding deposits for long-lead equipment or collateralizing letters of credit for data center development. The company states its existing liquidity is sufficient to develop Panther Creek, Sharon, and Moses Lake through leasing, but the proceeds improve flexibility for value-add investments.
Added in current filing · view on EDGAR →
In connection with the pricing of the Convertible Notes, the Company entered into privately negotiated capped call transactions with one or more of the initial purchasers of the Convertible Notes, their respective affiliates, and/or other financial institutions (the "capped call counterparties"). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of shares of common stock initially underlying the Convertible Notes, assuming the initial purchasers do not exercise their option to purchase additional notes. ... The cap price of the capped call transactions is initially $11.86 per share of common stock, which represents a premium of 100% to the last reported sale price of $5.93 per share of common stock on the Nasdaq on June 4, 2026, and will be subject to customary anti-dilution adjustments under the terms of the capped call transactions.
Keel entered into capped call transactions covering the shares underlying the notes to reduce potential dilution upon conversion and offset any cash payments above principal. The cap price is $11.86 per share, a 100% premium to the June 4, 2026 closing price of $5.93. The counterparties are expected to hedge by purchasing shares or entering derivative transactions, which could affect the stock price.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
The Convertible Notes will be senior unsecured obligations of the Company and will accrue interest at a rate of 1.250% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2027. The Convertible Notes will mature on January 15, 2032, unless earlier repurchased, redeemed or converted in accordance with their terms.
The notes bear interest at 1.250% per annum, payable semi-annually on January 15 and July 15, beginning January 15, 2027. They mature on January 15, 2032, unless earlier repurchased, redeemed, or converted.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Company also announced its intention to use a portion of the net proceeds of the offering to fund the cost of entering into certain capped call transactions and the remaining net proceeds 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.
Keel will use part of the proceeds to purchase capped call transactions (which reduce dilution from the convertible notes) and the remainder for general corporate purposes including equipment deposits and letters of credit for data center development. The capped calls are a standard dilution-management tool for convertible issuers.
Added in current filing · verify on EDGAR →
While 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 states its existing liquidity can fund the Panther Creek, Sharon, and Moses Lake data center projects through leasing, but the new capital provides flexibility for value-add investments across these developments. This suggests the company is accelerating or enhancing its data center buildout beyond the baseline plan.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 10, 2026 · How we verify