11.12.2021 – 01:13
Galaxy Digital Holdings Ltd.
New York (ots/PRNewswire)
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 Digital”) has announced its previously announced offer of $ 500 Million in total notional of 3.00% exchangeable senior notes maturing 2026 (the “Notes”) in a private placement under the Securities Act of 1933, as amended (the “Securities Act”).
Galaxy Digital intends to use the proceeds from the bond issue to accelerate growth initiatives across all business areas and for general corporate purposes.
As previously announced, the company’s board of directors has approved a proposed corporate reorganization (the “Reorganization”) with which Galaxy Digital intends to conduct a series of related transactions in connection with its relocation back to the United States. Subject to certain conditions being met and during certain periods For periods, holders of the Notes have the option to convert these Notes (i) prior to the reorganization into common shares of GDH Ltd. (the “Common Shares”) and (ii) after the reorganization into Class A common shares (the “Class A Shares”) ) from Galaxy Digital Inc., a newly incorporated Delaware holding company (the “Successor Company”), or in any case, at the option of the Issuer, for cash or a combination thereof.
The initial conversion rate will be 7,498.2210 shares of common stock for every $ 250,000 face value of the Notes, for an initial conversion price of approximately $ 33.3412 ($ 42.6467 based on the conversion rate on November 26, 2021) per common share. The exchange rate can be adjusted if certain events occur. In addition, the holders of Notes may, under certain conditions, request the Issuer to repurchase all or part of their Notes with a face value of $ 250,000 or an integer multiple thereof for cash if GDH Ltd. or the successor company experiences a “fundamental change”.
The bonds mature on December 15, 2026, unless exchanged, redeemed or repurchased beforehand. Interest on the Notes is payable on June 15 and December 15 of each year, beginning on June 15, 2022. The Notes are general senior unsecured liabilities of the Issuer.
The Issuer cannot repay the Notes before December 15, 2024. The Issuer may, at its own discretion, repay all or part of the Notes from time to time on or after December 15, 2024 for cash if the last reported selling price per ordinary share or class A share is at least 130% of the then applicable market price is at least 20 trading days (regardless of whether these are consecutive) within a period of 30 consecutive trading days that ends on and including the trading day and which immediately precedes the day on which the issuer makes the redemption at a redemption price of 100% of the nominal amount of the bonds to be repaid, plus accrued and unpaid interest, if any, to be paid by, but excluding, the repayment date.
The Notes will only be offered and sold to persons who are both “qualified institutional buyers” (as defined in Rule 144A of the Securities Act) and “qualified buyers” within the meaning of Section 3 (c) (7) of the Investment Company Act of 1940 as amended (“QIB / QPs”) on the basis of a private placement pursuant to Section 4 (a) (2) of the Securities Act and may only be held by QIB / QPs during the term of the Notes. Neither the Notes nor the Class A common or Class A shares to be issued in exchange for the Notes have been and will be registered under the Securities Act or any other jurisdiction or qualifying by a prospectus in Canada and may not be offered or sold in the United States, unless because, after the reorganization and subject to be Under certain conditions, the bondholders have the right to require the successor company to register the resale of Class A shares issued when exchanging the bond on a shelf registration sheet. Offers and sales in Canada will only be made subject to exceptions to the prospectus requirements of applicable Canadian securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is made is illegal.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of Canadian securities laws (collectively, “forward-looking statements”), including statements about the proposed offers and the use of proceeds These forward-looking statements include, among other things, statements regarding the completion of the reorganization and the issue of shares upon exchange of the Notes. These forward-looking statements represent the Company’s expectations or beliefs about future events and may be those described in this press release Results will not be achieved These forward-looking statements are subject to risks, uncertainties and other factors including, but not limited to, those risks set out in the company’s annual bulletin dated May 29th ärz 2021, which is available on SEDAR under www.sedar.com many of which are beyond the control of the company and which could cause actual results to differ materially from those expressed in the forward-looking statements.
Forward-looking statements are based on the expectations and opinions of management at the time the statements are made. The assumptions used in preparing such statements, although believed reasonable at the time of preparation, may prove to be inaccurate. The company undertakes no obligation to update or revise any forward-looking statements unless required by law, whether as a result of new information, future events or otherwise. From time to time new factors will emerge and it will not be possible for the company to predict all of these factors. For the reasons set out above, prospective investors should not place undue reliance on forward-looking statements.
Others Disclaimers of Liability
The TSX has neither approved nor disapproved of the contents of this press release.
Original content by: Galaxy Digital Holdings Ltd., transmitted by news aktuell