NEW YORK, Nov. 29, 2021 /CNW/ – Galaxy Digital Holdings Ltd. (TSX: GLXY) (“GDH Ltd.” or the “Firm”) is happy to announce that Galaxy Digital Holdings LP (the “Issuer” and along with GDH Ltd., “Galaxy Digital”) has agreed to challenge and promote $500 million mixture principal quantity of three.00% Exchangeable Senior Notes due 2026 (the “Notes”) to sure purchasers, together with associates of Arca, NZ Funds, Senator Funding Group and XN (the “Noteholders”), in a non-public placement below the Securities Act of 1933, as amended (the “Securities Act”).
Galaxy Digital intends to make use of the proceeds from the Notes providing to speed up progress initiatives throughout its enterprise traces and for common company functions.
As beforehand introduced, the Firm’s board of administrators has authorized a proposed company reorganization (the “Reorganization”) whereby Galaxy Digital intends to consummate a collection of associated transactions in reference to its re-domiciliation to the USA, on account of which the extraordinary shares of GDH Ltd. (the “Odd Shares”) excellent instantly previous to such transactions will routinely convert into shares of Class A standard inventory (the “Class A Shares”) of Galaxy Digital Inc., a newly fashioned Delaware holding firm (the “Successor Firm”). Topic to the satisfaction of sure situations and through sure intervals, holders of the Notes might decide to change such Notes (i) previous to the Reorganization, for Odd Shares, and (ii) following the Reorganization, for Class A Shares, or in every case, on the Issuer’s election, money or a mixture thereof. The change price will initially be 7,498.2210 Odd Shares per $250,000 principal quantity of Notes, equal to an preliminary change value of roughly USD $33.3412 (CAD $42.6467 equal based mostly on the November 26, 2021 change price) per Odd Share.
The change price relevant to the Notes is topic to adjustment if sure occasions happen. Additional, following sure company occasions that happen previous to the maturity date, in sure circumstances the change price will improve for the Notes of a holder who elects to change its Notes in reference to such an prevalence.
As well as, if GDH Ltd. or the Successor Firm, as relevant, undergoes a “basic change”, topic to sure situations, holders of Notes might require the Issuer to repurchase for money all or any portion of their Notes in principal quantities of $250,000 or an integral a number of thereof. The basic change repurchase value can be equal to 100% of the principal quantity of the Notes to be repurchased, plus accrued and unpaid curiosity, if any, to, however excluding, the elemental change repurchase date.
The Notes will mature on December 15, 2026 until earlier exchanged, redeemed or repurchased. Curiosity on the Notes can be payable on June 15 and December 15 of every 12 months, starting on June 15, 2022. The Notes can be common senior unsecured obligations of the Issuer.
The Issuer might not redeem the Notes previous to December 15, 2024. The Issuer might redeem for money all or a part of the Notes, at its possibility, every so often on or after December 15, 2024 if the final reported sale value per Odd Share or Class A Share, as relevant, has been no less than 130% of the change value then in impact for no less than 20 buying and selling days (whether or not or not consecutive) throughout any 30 consecutive buying and selling day interval ending on, and together with, the buying and selling day instantly previous the date on which the Issuer supplies discover of redemption, at a redemption value equal to 100% of the principal quantity of the Notes to be redeemed, plus accrued and unpaid curiosity, if any, to, however excluding, the redemption date.
The non-public placement is predicted to shut in early December 2021, topic to customary closing situations together with approval of the Toronto Inventory Trade (“TSX”).
The Notes will solely be provided and offered to individuals who’re each “certified institutional consumers” (as outlined in Rule 144A below the Securities Act) and “certified purchasers” for functions of Part 3(c)(7) of the Funding Firm Act of 1940, as amended (“QIB/QPs”), on a non-public placement foundation pursuant to Part 4(a)(2) of the Securities Act, and will solely be held by QIB/QPs for the lifetime of the Notes. Neither the Notes nor any Odd Shares or Class A Shares issuable upon change of the Notes have been, and the Notes won’t be, registered below the Securities Act or the securities legal guidelines of every other jurisdiction, or certified by a prospectus in Canada, and until so registered, might not be provided or offered in the USA absent registration or pursuant to an relevant exemption from registration necessities. Following the Reorganization and topic to sure situations, Noteholders may have the precise to require the Successor Firm to register the resale of any Class A Shares issuable upon change of the Notes on a shelf registration assertion. Gives and gross sales in Canada can be made solely pursuant to exemptions from the prospectus necessities of relevant Canadian securities legal guidelines.
This press launch doesn’t represent a proposal to promote or the solicitation of a proposal to purchase these securities, nor shall it represent a proposal, solicitation or sale in any jurisdiction through which such provide, solicitation or sale is illegal.
Cautionary Assertion Regarding Ahead-Wanting Statements
Sure statements contained on this press launch represent “forward-looking statements” inside the which means of the Personal Securities Litigation Reform Act of 1995 and “forward-looking info” inside the which means of Canadian securities legal guidelines (collectively, “forward-looking statements”), together with statements concerning the proposed choices and use of proceeds thereof. These forward-looking statements embody, amongst others, statements referring to the providing of the Notes, the consummation of the Reorganization, the phrases of the Notes, the scale of the providing, the timing of the proposed closing of the providing and the issuance of Shares upon the change of the Notes. These forward-looking statements symbolize the Firm’s expectations or beliefs regarding future occasions, and it’s attainable that the outcomes described on this press launch won’t be achieved. These forward-looking statements are topic to dangers, uncertainties and different components, together with with out limitation, dangers referring to the situations to closing the choices referred to herein, using proceeds thereof, the necessity to fulfill regulatory and authorized necessities with respect to the providing and people dangers recognized within the Firm’s Annual Info Type dated March 29, 2021 filed on SEDAR at www.sedar.com, a lot of that are outdoors of the Firm’s management, which may trigger precise outcomes to vary materially from the outcomes mentioned within the forward-looking statements.
Ahead-looking statements are based mostly on the expectations and opinions of administration on the date the statements are made. The assumptions used within the preparation of such statements, though thought-about affordable on the time of preparation, might show to be imprecise. Any forward-looking assertion speaks solely as of the date on which it’s made, and, besides as required by regulation, the Firm doesn’t undertake any obligation to replace or revise any forward-looking assertion, whether or not on account of new info, future occasions or in any other case. New components emerge every so often, and it’s not attainable for the Firm to foretell all such components. For the explanations set forth above, potential buyers shouldn’t place undue reliance on forward-looking statements.
The TSX has neither authorized nor disapproved the contents of this press launch.
SOURCE Galaxy Digital Holdings Ltd.
For additional info: Traders Relations Contacts: Elsa Ballard, [email protected], (212) 390-9216; Steven Wald, [email protected], (212) 390-9216; Media Relations Contact: Eva Casanova, [email protected], (917) 847-4796