Keel Infrastructure Corp. 8-K

What Happened
Keel Infrastructure Corp. announced on Form 8-K (filed June 10, 2026) that it issued $458,000,000 aggregate principal amount of 1.250% Convertible Senior Notes due January 15, 2032 on June 9, 2026. The Notes are governed by an indenture among Keel, Bitfarms Ltd. (the guarantor), and Computershare Trust Company, N.A. (trustee). The initial purchasers exercised in full an option to buy an additional $58,000,000 of Notes. Keel also entered into capped call transactions to limit potential dilution related to conversions.

Key Details

• Principal: $458,000,000 of 1.250% Convertible Senior Notes due Jan 15, 2032; interest paid semi‑annually on Jan 15 and July 15 (first payment Jan 15, 2027).
• Guarantee & ranking: Payment obligations are fully and unconditionally guaranteed by Bitfarms Ltd.; Notes are senior unsecured obligations of Keel and rank equal to other unsecured debt (including Keel’s existing 1.375% convertible notes due 2031) and junior to secured debt to the extent of collateral value.
• Conversion terms: Initial conversion rate 134.9073 shares per $1,000 principal (≈ $7.41 per share); conversions may be settled in cash, shares, or a combination; holder conversion rights limited before Oct 15, 2031 except upon certain events.
• Redemption & repurchase: Company may redeem notes beginning July 20, 2029 subject to a share‑price test (stock must trade at ≥130% of conversion price for specified periods); holders may require repurchase on certain Fundamental Changes.
• Capped calls: Keel entered capped call transactions (cap price $11.86/share, ~100% premium to June 4, 2026 price) expected to reduce dilution or offset cash conversion payments; cost ≈ $41.7 million.

Why It Matters
This transaction raises significant capital ($458M) at a low cash interest rate (1.25%), while giving noteholders potential equity upside through conversion—so it both increases Leverage and creates potential future dilution if notes convert. The capped calls are intended to limit dilution but cost the company ~ $41.7M. Investors should note the conversion price (~$7.41/share) and capped call cap ($11.86/share), the guarantee by Bitfarms Ltd., and the ranking: secured creditors remain ahead of these notes in claims on assets. The 8-K also includes a press release announcing the closing.