White & Case advises WhiteFiber, Inc. on upsized US$230 million convertible notes offering

Global law firm White & Case LLP has advised WhiteFiber, Inc., a provider of artificial intelligence infrastructure and high-performance computing solutions, on its upsized private offering of US$230 million aggregate principal amount of 4.500% convertible senior notes due 2031.

The net proceeds to WhiteFiber from the offering, including the full exercise of the initial purchasers' option to purchase additional ordinary shares, were approximately US$221.5 million, after deducting the initial purchasers' discount and estimated offering expenses.

WhiteFiber used a portion of the net proceeds from the offering to pay the cost of the zero-strike call option transaction, as described below, and intends to use the remaining net proceeds from the offering primarily for data center expansion, including to partially fund the lease or purchase of additional property or properties on which to build additional WhiteFiber data centers; to construct those facilities; to enter into additional energy service agreements for each additional site and to purchase-related equipment, as well as for potential acquisitions, partnerships and joint ventures related thereto; and for working capital and general corporate purposes.

In connection with the pricing of the notes, WhiteFiber entered into a privately negotiated zero-strike call option transaction with an affiliate of one of the initial purchasers, with an expiration date that is scheduled to occur shortly after the maturity date of the notes.

The White & Case team was led by Capital Markets partner Laura Katherine Mann (Houston) and M&A partner Prat Vallabhaneni (New York), and included Capital Markets partners Ian Cuillerier and Rubi Ali (both in New York); M&A partner Erica Hogan (New York); Tax partner Neil Clausen (Houston); and Capital Markets associates Bryson Manning and Daniel Quesenberry (both in Houston). Law clerk Salma Abouhashish (New York) also assisted on the matter.

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