Keel Infrastructure to raise $350 million through convertible debt offering

Keel Infrastructure (NASDAQ: KEEL) Corp. announced its intent to sell $350 million in senior unsecured convertible notes. The company also provided underwriters a 13-day window to buy an additional $58 million in notes. Completion of the sale depends on prevailing market conditions and standard closing requirements.

The notes carry a semi-annual interest schedule, with payments due every January and July beginning in 2027. At maturity in 2032, or upon earlier conversion, Keel retains the right to settle the notes using cash, common shares, or a mix of both. Specific pricing details, including the interest rate, will be finalized during negotiations with initial buyers.

Management plans to allocate the capital toward general corporate needs, specifically highlighting deposits for long-lead infrastructure and collateral for data center expansion projects. A portion of the net proceeds will also fund capped call transactions.

These capped call arrangements are intended to mitigate the dilutive impact of the conversion on existing shareholders. The company stated the cap is aimed at a 100% premium over the stock's closing price on the day the notes are priced.

The offering is restricted to qualified institutional investors in the United States and will be conducted via exemptions in Canada. Because the securities are not registered under the U.S. Securities Act, they will be subject to specific resale restrictions.