TeraWulf proposes a $500 million private offering of convertible senior notes to fund Google backed AI venture

Bitcoin miner TeraWulf on Wednesday revealed plans to offer $500 million in convertible senior notes through a private offering. The principal amount will be due by 2032 and will be offered to persons reasonably believed to be qualified institutional buyers.

The crypto firm said it will grant the initial purchasers of the convertible senior notes an option to purchase up to an additional $75 million. According to the company release, initial purchasers will be allowed to purchase the convertible notes within 13 days, beginning October 29, including the date on which the convertible notes are first issued.

TeraWulf seeks to construct a data center campus

TeraWulf revealed that the capital from the purchase will be used to fund a portion of the construction costs of a data center campus in Abernathy, Texas. The initiative to construct the Abernathy campus would mark one of the firm’s largest U.S. expansions so far. The project would also complement its existing low-carbon mining and high-performance computing initiatives in New York and Pennsylvania.

The funds will also be used for general corporate purposes. The Bitcoin miner also said the convertible notes will be senior unsecured obligations of the firm.

According to the report, the convertible notes will carry zero interest, and the principal amount of the convertible notes will remain unchanged. TeraWulf confirmed that the convertible notes will mature on May 1, 2032, unless they are repurchased, redeemed, or converted before that date. 

The firm also maintained that the convertible notes will only be convertible upon satisfaction of certain conditions and during certain periods before February 1, 2032. After that, the convertible notes will be convertible at any time until the end of the business day on the second scheduled trading day immediately preceding the maturity date.

TeraWulf said the convertible notes will be convertible into cash in respect of the aggregate principal amount of the convertible notes to be converted. They can also be converted into cash in exchange for shares of the firm’s common stock, or through a combination of cash and shares of the common stock.

TeraWulf will determine the initial conversion rate and other terms of the convertible notes at the time of pricing. The decision will also involve negotiations with the initial purchasers of the convertible notes.

The Bitcoin miner also maintained that the convertible notes or any shares of common stock will not be offered or sold in the U.S. unless registered under the Securities Act or the securities laws of any other jurisdiction. TeraWulf stated that it will only offer the convertible notes to persons believed to be qualified institutional buyers under Rule 144A of the Securities Act.

At the time of publication, TeraWulf shares have plummeted by more than 6.8% in the last 24 hours to $14.90. WULF is still up 16.6% in the past 5 days and has surged by nearly 29% in the past month. The company’s latest initiative adds to its continued aggressive financing streak throughout 2025 as it transitions from pure BTC mining operations to AI-driven HPC infrastructure.

TeraWulf partners with Fluidstck to develop a data center in Texas

Cryptopolitan previously reported that TeraWulf announced a $9.5 billion project earlier this month in collaboration with Google-backed Fluidstack. The initiative aims to develop a 168-megawatt next-generation AI compute capacity. The announcement caused a 25% surge in WULF stock for the day.

The initiative includes a $1.3 billion lease-backing commitment from Google. TeraWulf stated that the project grants it a 51% ownership stake, which accounts for approximately $9.5 billion in contracted revenue for the venture.

According to the 25-year hosting agreement, the project is slated for completion in the second half of 2026. The Bitcoin miner said the venture will cost around $8 million to $10 million per megawatt of critical IT load.

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