Keel Infrastructure prices $400M convertible notes for data center buildout

Keel Infrastructure Corp. upsized its convertible note offering to $400 million at a 1.250% coupon, raising capital for data center development as the company accelerates its transition from Bitcoin mining to AI infrastructure.

The company, which trades as KEEL on Nasdaq and the Toronto Stock Exchange, priced the 1.250% convertible senior notes due 2032 on June 5, increasing the deal from the $350 million announced a day earlier. Initial purchasers have a 13-day option to buy an additional $58 million in notes, which would bring the total to $458 million. The payment obligations are fully guaranteed by Bitfarms Ltd., Keel's wholly owned subsidiary.

The notes carry an initial conversion price of $7.41 per share, representing a 25% premium to the $5.93 closing price on June 4. Keel entered into privately negotiated capped call transactions with a cap price of $11.86 per share — a 100% premium to the reference price — to reduce potential dilution upon conversion. The notes mature Jan. 15, 2032, with interest payable semi-annually starting July 15, 2026.

Keel intends to use a portion of the net proceeds to fund the capped call transactions and the remainder for general corporate purposes, including deposits for long-lead equipment and letters of credit tied to data center development. The company said its existing liquidity is sufficient to develop its Panther Creek, Sharon, and Moses Lake sites through leasing, but the additional capital improves flexibility for value-add investments across its 2.2-gigawatt pipeline. Closing is expected on or about June 9, subject to market conditions and exchange approvals.

The offering comes as Keel, which redomiciled from Canada to the U.S. on April 1 through a statutory plan of arrangement, shifts its focus from cryptocurrency mining to high-performance computing and AI data centers. The company operates in high-demand power markets across Pennsylvania, Washington, and Quebec. Chief Executive Officer Benjamin Gagnon said last week that Keel had spoken with 129 investors since its first-quarter earnings call on May 11, compared with 168 for all of 2025, fueling speculation about a potential hyperscaler lease agreement.

The convertible notes are being offered only to qualified institutional buyers under Rule 144A and are not registered under the Securities Act. The offering is subject to approvals from Nasdaq and the Toronto Stock Exchange.

This article is for informational purposes only and does not constitute investment advice.