HIVE Digital Technologies plans to raise $75 million through a private offering of 0% exchangeable senior notes due 2031. A wholly owned subsidiary will issue the notes, and HIVE will fully guarantee them on a senior unsecured basis.
Initial buyers will also have the option to purchase an additional $15 million, which could bring the total to $90 million. HIVE can settle exchanges in cash, shares, or a mix, which gives it flexibility in managing its balance sheet.
The notes carry no regular interest payments. Investors instead get potential upside through the right to exchange the notes into HIVE common stock before maturity.
Funds Targeted at GPUs and AI Data Centers
According to HIVE, the majority of net earnings will be used to expand GPU and AI infrastructure. This entails purchasing additional GPUs and investing in AI data centers and high-performance computing (HPC).
The business is moving from a pure Bitcoin mining model to a hybrid model that incorporates cloud services, artificial intelligence, and mining. With additional funding, HIVE should be able to improve its current server rooms for HPC workloads, increase power capacity, and secure a more robust GPU supply.
HIVE also plans to allocate part of the funds to general corporate purposes, such as working capital and other strategic projects.
Note Terms, Dilution Risk, and TSX Listing
Because the notes are exchangeable for HIVE shares, they may lead to future dilution for common shareholders. If the stock trades well above the exchange price, noteholders may choose to convert rather than hold to maturity.
To manage this, HIVE Digital Technologies expects to enter capped call or similar derivative transactions linked to the notes. These are designed to offset some of the economic cost of share settlement above the principal amount.
The notes will be senior unsecured obligations of the issuer and will rank equally with the issuer’s other senior unsecured debt. HIVE has also received conditional approval from the Toronto Stock Exchange to list the notes, with trading expected around April 30, 2026, subject to final TSX conditions.
Demand for AI and HPC compute has grown quickly as more firms run large models. By raising exchangeable debt instead of issuing stock, HIVE aims to secure growth capital while delaying dilution.
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