TeraWulf proposes $500 million convertible notes offering

TeraWulf Inc. (NASDAQ: WULF) announced plans to offer $500 million in convertible senior notes due 2032 through a private placement to qualified institutional buyers.

The digital infrastructure company said it may grant initial purchasers an option to buy an additional $75 million in notes within 13 days of the initial issuance. The offering depends on market conditions and other factors, with no assurance regarding completion, timing or terms.

TeraWulf intends to use proceeds to fund construction of a data center campus in Abernathy, Texas, and for general corporate purposes. The convertible notes will be senior unsecured obligations that do not bear regular interest and will not accrete in principal amount.

The notes mature May 1, 2032, unless repurchased, redeemed or converted earlier. Before February 1, 2032, conversion will be permitted only under certain conditions and during specific periods. After that date, holders may convert the notes anytime until two trading days before maturity.

Upon conversion, TeraWulf will pay cash for the principal amount and may settle the remainder in cash, common stock or a combination, at the company's discretion. The conversion rate and other terms will be determined during pricing negotiations with initial purchasers.

The notes and any shares issued upon conversion have not been registered under securities laws and will be offered only to qualified institutional buyers under Rule 144A. TeraWulf operates data center infrastructure for high-performance computing and bitcoin mining operations.

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