NEW
YORK, Nov. 25, 2024 /CNW/ - Galaxy Digital
Holdings Ltd. (TSX: GLXY) ("GDH Ltd." or the "Company") is
pleased to announce that Galaxy Digital Holdings LP (the "Issuer,"
and together with GDH Ltd., "Galaxy") has closed its previously
announced offering of $402.5 million
aggregate principal amount of 2.50% exchangeable senior notes due
2029 (the "Notes"), after the exercise in full by the initial
purchasers of the Notes of an option to purchase up to an
additional $52.5 million aggregate
principal amount of the Notes. The Issuer intends to use the net
proceeds from the offering to support the build-out of
high-performance computing infrastructure at its Helios data center
in West Texas and for general
corporate purposes, including potential repurchases of its existing
indebtedness.
As previously announced, the Company's board of directors has
approved a proposed corporate reorganization (the "Reorganization")
whereby Galaxy intends to consummate a series of related
transactions in connection with its re-domiciliation to
the United States, as a result of
which the ordinary shares of GDH Ltd. ("ordinary shares")
outstanding immediately prior to such transactions will
automatically convert into shares of Class A common stock (the
"Class A shares," and, together with ordinary shares, the "Common
Stock") of Galaxy Digital Inc., a Delaware holding company ("GDI"). Prior to
September 1, 2029, the Notes are
exchangeable only upon satisfaction of certain conditions and only
during certain periods, and thereafter, the Notes will be
exchangeable at any time prior to the close of business on the
second scheduled trading day immediately preceding the maturity
date. The Notes are exchangeable on the terms set forth in the
indenture for the Notes into cash, ordinary shares if the exchange
occurs prior to the Reorganization or Class A shares if the
exchange occurs after the Reorganization, or a combination of cash
and ordinary shares or Class A shares, as applicable, in each case,
at the Issuer's election. The exchange rate is initially
10,497.5856 shares of Common Stock per $250,000 principal amount of Notes, equivalent to
an initial exchange price of approximately USD$23.81 (CAD$33.30 equivalent based on the November 20, 2024 exchange rate) per share of
Common Stock. The initial exchange price of the Notes represents a
premium of approximately 37.50% to the CAD$24.22 closing price of the ordinary shares on
the TSX on November 20, 2024, the
pricing date. The exchange rate is subject to adjustment in some
events. In addition, following certain corporate events that occur
prior to the maturity date or the Issuer's delivery of a notice of
redemption, the Issuer will increase, in certain circumstances, the
exchange rate for a holder who elects to exchange its Notes in
connection with such a corporate event or a notice of redemption,
as the case may be.
The Notes are general unsecured obligations of the Issuer, will
accrue interest at a rate of 2.50% per year, payable semi-annually
in arrears on June 1 and December 1 of each year, beginning on
June 1, 2025. The Notes will mature
on December 1, 2029, unless earlier
repurchased, redeemed or exchanged. The Notes are not
redeemable by the Issuer at any time before December 6, 2027, except in certain circumstances
set forth in the indenture. The Notes will be redeemable, in whole
or in part, for cash at the Issuer's election at any time, and from
time to time, on or after December 6,
2027 and prior to the 41st scheduled trading immediately
before the maturity date, but only if the last reported sale price
per Common Stock exceeds 130% of the exchange price for a specified
period of time. The redemption price for any Note called for
redemption will be the principal amount of such Note plus accrued
and unpaid interest on such Note to, but not including, the
redemption date.
If a "fundamental change" (as defined in the indenture) occurs,
then, subject to certain conditions, noteholders may require the
Issuer to repurchase their Notes for cash. The repurchase price
will be equal to the principal amount of the Notes to be
repurchased, plus accrued and unpaid interest, if any, to, but not
including, the applicable repurchase date.
The Notes and any Common Stock issuable or deliverable upon
exchange of the Notes have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state or foreign securities laws, or
qualified by a prospectus in Canada. The Notes and any Common Stock
issuable or deliverable upon exchange of the Notes may not be
offered or sold in the United
States absent registration under the Securities Act or an
applicable exemption from registration under the Securities Act.
Following the Reorganization and subject to certain conditions,
holders of the Notes are expected to have the benefit under a
registration rights agreement to require GDI to register the resale
of any Class A shares issuable upon exchange of the Notes on a
shelf registration statement to be filed with the U.S. Securities
and Exchange Commission.
This news release is neither an offer to sell nor the
solicitation of an offer to buy the Notes or any other securities
and shall not constitute an offer to sell or solicitation of an
offer to buy, or a sale of, the Notes or any other securities in
any jurisdiction in which such offer, solicitation or sale is
unlawful.
Cautionary Statement Concerning Forward-Looking
Statements
The information in this press release may contain forward
looking information or forward looking statements, including under
Canadian securities laws (collectively, "forward-looking
statements"). Our forward-looking statements include, but are not
limited to, statements regarding the use of proceeds from the
offering, our or our management team's expectations, hopes,
beliefs, intentions or strategies regarding the future. Statements
that are not historical facts, including statements about Galaxy's
business pipelines for banking, expectations for increased load
capacity at the Helios site, mining goals and our ability to
capture adjacent opportunities, including in high-performance
computing and the Helios transaction, focus on self-custody and
validator solutions and our commitment to the future of
decentralized networks and the pending Reorganization,
and the parties, perspectives and expectations, are forward-looking
statements. In addition, any statements that refer to estimates,
projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are
forward-looking statements. The words "anticipate," "believe,"
"continue," "could," "estimate," "expect," "forecast," "intend,"
"may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. The forward-looking
statements contained in this document are based on our current
expectations and beliefs concerning future developments and their
potential effects on us taking into account information currently
available to us. There can be no assurance that future developments
affecting us will be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties
(some of which are beyond our control) or other assumptions that
may cause actual results or performance to be materially different
from those expressed or implied by these forward-looking
statements. These risks include, but are not limited to: (1) the
inability to complete the proposed Reorganization, due to the
failure to obtain shareholder and stock exchange approvals, or
otherwise; (2) changes to the proposed structure of the
Reorganization that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining
shareholder or stock exchange approval of the Reorganization; (3)
the ability to meet and maintain listing standards following the
consummation of the Reorganization; (4) the risk that the
Reorganization disrupt current plans and operations; (5) costs
related to the Reorganization, operations and strategy; (6) changes
in applicable laws or regulations; (7) the possibility that Galaxy
may be adversely affected by other economic, business, and/or
competitive factors; (8) changes or events that impact the
cryptocurrency industry, including potential
regulation, that are out of our control; (9) the risk that our
business will not grow in line with our expectations or continue on
its current trajectory; (10) the possibility that our addressable
market is smaller than we have anticipated and/or that we may not
gain share of it; and (11) the possibility that there is a
disruption in mining impacting our ability to achieve expected
results or change in power dynamics impacting our results or our
ability to increase load capacity; (12) any delay or failure to
consummate the business mandates or achieve its pipeline goals in
banking and Gk8; (13) liquidity or economic conditions impacting
our business; (14) regulatory concerns, technological challenges,
cyber incidents or exploits on decentralized networks;
(15) the failure to enter into definitive agreements or otherwise
complete the anticipated transactions with respect to the
non-binding term sheet for Helios; (16) TSX approval of the
offering and (17) those other risks contained in the Annual
Information Forms for GDH Ltd. and the Issuer for the year ended
December 31, 2023 available on their
respective profiles at www.sedarplus.ca and their respective
Management's Discussion and Analysis, filed on November 7, 2024. Factors that could cause actual
results to differ materially from those described in such
forward-looking statements include, but are not limited to, a
decline in the digital asset market or general economic conditions;
the possibility that our addressable market is smaller than we have
anticipated and/or that we may not gain share of the stated
addressable market; the failure or delay in the adoption of digital
assets and the blockchain ecosystem; a delay or failure in
developing infrastructure for our business or our businesses
achieving our banking and Gk8 mandates; delays or other challenges
in the mining business related to hosting, power or our mining
infrastructure, or our ability to capture adjacent opportunities;
any challenges faced with respect to decentralized
networks, considerations with respect to liquidity and capital
planning and changes in applicable law or regulation and adverse
regulatory developments. Should one or more of these risks or
uncertainties materialize, they could cause our actual results to
differ materially from the forward-looking statements. The
forward-looking statements included in this press release are made
only as of the date hereof. We are not undertaking any obligation
to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise. You should
not take any statement regarding past trends or activities as a
representation that the trends or activities will continue in the
future. Accordingly, you should not put undue reliance on these
statements.
Other Disclaimers
The TSX has neither approved nor disapproved
the contents of this press release.
SOURCE Galaxy Digital Holdings Ltd.
