TeraWulf to raise $350M in convertible notes for share repurchase

TeraWulf, a digital infrastructure company specializing in zero-carbon energy solutions for Bitcoin mining, announced a private offering of $350 million in convertible senior notes due 2030.

In an Oct. 23 announcement, the United States-based company said it plans to raise additional funds through institutional investors in an effort to bolster its capital structure, enhance stockholder value and support its corporate objectives. 

Convertible note offering

The convertible notes, which are expected to be issued under Rule 144A of the Securities Act of 1933, will offer investors an opportunity to convert the debt into TeraWulf’s common stock under certain conditions. 

The notes will mature on Feb. 1, 2030, with interest payable semi-annually starting May 2025. TeraWulf said initial purchasers have the option to acquire an additional $75 million of the notes within 13 days of issuance.

Proceeds from the offering will be used for a range of purposes, including capped call transactions to minimize stock dilution, share repurchases and general corporate activities.

The announcement follows TeraWulf’s recent appointment of John Larkin as its director of investor relations, a role seen as critical to the company’s plans for growth and scaling operations.

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For companies like TeraWulf, issuing convertible senior notes provides flexibility in raising capital without immediately diluting existing shares. While the interest rate and conversion price have yet to be finalized, the offering will serve multiple purposes aimed at supporting the company’s growth and operational expansion.

TeraWulf’s convertible notes will be offered only to qualified institutional buyers, and the company has made it clear that the offering is not open to the public.

TeraWulf making moves

This offering comes at a critical time as TeraWulf seeks to expand its operations in an increasingly competitive digital infrastructure sector. 

The company operates the Lake Mariner facility in New York, powered predominantly by zero-carbon energy sources like nuclear and hydroelectric power, in line with its environmental, social and governance (ESG) principles.

In August 2024, TeraWulf announced the launch of its new mining facility, the “WULF Den,” which became operational at the end of September. The company is also exploring a potential partnership with a Magnificent Seven company.

Earlier in October, it announced it planned to sell its 25% stake in the Nautilus Cryptomine for around $92 million to purchase cheaper Bitcoin (BTC) miners while expanding its artificial intelligence and high-performance computing streams.

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