Keel Infrastructure Corp. (KEEL): debt financing — Keel Infrastructure closes $458M convertible notes offering with 1.25% coupon, conversion at $7.41

Keel Infrastructure Corp.

$458M aggregate principal, net proceeds ~$445.4M after discounts and commissions.
Interest 1.25% p.a., payable semi-annually; matures Jan 15, 2032 unless earlier converted.
Initial conversion price ~$7.41/share (25% premium to $5.93); capped call cap $11.86/share.
Capped call transactions cost ~$41.7M, expected to reduce dilution upon conversion.
Proceeds for general corporate purposes, including data center development deposits and letters of credit.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Keel Infrastructure Corp. incurred convertible notes of $458,000,000 aggregate principal amount with Computershare Trust Company, N.A. at 1.250% per annum maturing January 15, 2032.

Instrument: convertible notes
Principal: $458,000,000 aggregate principal amount
Counterparty: Computershare Trust Company, N.A.
Rate: 1.250% per annum
Maturity: January 15, 2032
Event: incurrence

Exact text from the filing

On June 9, 2026, Keel Infrastructure Corp. (the "Company") issued $458,000,000 aggregate principal amount of its 1.250% Convertible Senior Notes due 2032 (the "Notes").

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Keel Infrastructure Corp. issued a maximum of 77,234,372 shares of Common Stock of convertible note to initial purchasers for $458,000,000 aggregate principal amount.

Security: convertible note
Shares: a maximum of 77,234,372 shares of Common Stock
Purchaser: initial purchasers
Consideration: $458,000,000 aggregate principal amount

Exact text from the filing

On June 9, 2026, Keel Infrastructure Corp. (the “Company”) issued $458,000,000 aggregate principal amount of its 1.250% Convertible Senior Notes due 2032 (the “Notes”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Keel Infrastructure Corp. entered into Indenture with Computershare Trust Company, N.A. valued at $458,000,000 aggregate principal amount (effective 2026-06-09).

Action: entry
Agreement: notes offering
Counterparty: Computershare Trust Company, N.A.
Value: $458,000,000 aggregate principal amount
Effective: 2026-06-09

Exact text from the filing

On June 9, 2026, Keel Infrastructure Corp. (the “Company”) issued $458,000,000 aggregate principal amount of its 1.250% Convertible Senior Notes due 2032 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of June 9, 2026, among the Company, Bitfarms Ltd., as guarantor (the “Guarantor”), and Computershare Trust Company, N.A., as trustee (the “Trustee”).

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295 debt financings filed in the last 30 days. Browse all debt financings →

Keel Infrastructure Corp. filing history →

Source: SEC EDGAR

accession 0001213900-26-067042

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