Bitdeer offers $300M convertible notes with capped calls

Bitdeer is raising $300M via convertible senior notes due 2032

Bitdeer Technologies Group (Nasdaq: BTDR) plans to raise $300 million through an offering of convertible senior notes due 2032. The notes will be issued in a private placement to Qualified Institutional Buyers (QIBs).

Convertible senior notes can be exchanged into equity under specified terms, which may increase the share count when converted. Final pricing mechanics and detailed terms are pending.

Why it matters: dilution risk and capped call transactions

Convertible issuance can dilute existing shareholders if notes convert into Class A shares. Bitdeer intends to enter capped call transactions designed to reduce share issuance upon conversion within specified price ranges.

These hedges typically raise the effective conversion price for the issuer up to a cap and require upfront cash outlay. They mitigate, but do not eliminate, dilution or the economic transfer to noteholders.

According to Whale Alert, Bitdeer’s shares fell about 17–18% following the announcement, reflecting investor focus on potential dilution (https://whale-alert.io/stories/b58c01cb912d0a/Bitdeer-to-raise-300M-with-convertible-notes-convertible-to-cash-or-shares-shares-tumble-17-on-dilution-fears?utm_source=openai). The notes are convertible to cash or shares, signaling a possible equity overhang.

As reported by Blockonomi, the stock traded below $8 after the news, underscoring negative near-term sentiment (https://blockonomi.com/bitdeer-shares-drop-17-as-300m-convertible-notes-raise-concerns/?utm_source=openai). Volatility may persist until final terms are disclosed and hedging flows stabilize.

At the time of this writing, Bitcoin traded near $67,025 amid very high 11.83% volatility and an RSI around 34.28 labeled neutral. This market backdrop is contextual and not specific to BTDR.

Use of proceeds and contingencies

Allocation and contingencies: capped calls, 2029 notes, HPC/AI, data centers, ASICs, registered direct offering

As reported by Investing.com, proceeds are earmarked for capped call transactions, repurchasing a portion of Bitdeer’s 5.25% convertible senior notes due 2029, and expansion in data centers, HPC/AI cloud, and ASIC development (https://www.investing.com/news/company-news/bitdeer-to-raise-300-million-through-convertible-notes-offering-93CH-4513239?utm_source=openai). The company also plans a registered direct offering of Class A shares to holders of the 2029 notes, contingent on the success of the new note offering and the note repurchase; initial purchasers may have an additional $45 million option, and the placement targets QIBs. This mix seeks to manage dilution and debt while funding growth; the outlet also cautioned that Bitdeer is “currently trading above its Fair Value” and that “continued unprofitability is expected.”

Key unknowns: coupon, conversion premium, capped call cap levels

Key economic terms were not disclosed at announcement. The final coupon, conversion premium, and capped call cap levels will be set at pricing. Actual dilution will depend on conversion rate, settlement choices, and BTDR’s share price over time.

FAQ about convertible senior notes

How much share dilution could BTDR investors face and what is the likely conversion price range?

Not disclosed. Dilution depends on the final conversion rate, Bitdeer’s cash-or-stock settlement choice, and BTDR’s price at conversion. Capped calls can offset issuance only up to their cap.

How do capped call transactions work and how much dilution might they offset for Bitdeer?

Capped calls are call options purchased by Bitdeer. They increase effective conversion price for the company, reducing share issuance between the strike and cap; above the cap, dilution resumes.