White & Case advises WhiteFiber, Inc. on upsized US$310 million convertible senior notes offering and concurrent note exchange transactions

Global law firm White & Case LLP has advised WhiteFiber, Inc. (NASDAQ: WYFI), a provider of artificial intelligence infrastructure and high-performance computing solutions, on its upsized private placement of US$310 million of 5.00% convertible senior notes due 2032, which included the full exercise of the initial purchasers' option to purchase additional convertible notes.

White & Case also advised WhiteFiber on concurrent privately negotiated transactions with certain holders of its existing 4.500% convertible senior notes due 2031, pursuant to which WhiteFiber exchanged US$198.15 million of its existing notes for approximately US$118.5 million in cash and approximately 6.3 million ordinary shares.

WhiteFiber used approximately US$118.5 million of the net proceeds from the offering to pay the cash consideration for the concurrent note exchange transactions and intends to use the remainder of the net proceeds primarily for data center expansion, including to partially fund the lease or purchase of additional properties on which to build additional WhiteFiber data centers; to construct those facilities; to enter into additional energy service agreements for each additional site; to purchase related equipment, including GPU servers to support WhiteFiber's cloud business; and for potential acquisitions, partnerships and joint ventures related thereto, as well as for working capital and general corporate purposes.

The White & Case team was led by Capital Markets partner Laura Katherine Mann (Houston) and M&A partner Prat Vallabhaneni (New York), and included M&A partner Erica Hogan (New York); Tax partner Neil Clausen and associate Kealan Hannes (both in Houston); Capital Markets partner Rubina Ali, counsel Luiza Salata (both in New York), associates Michelle Mount, Nico Nalbantian (both in Houston) and law clerk Warda Yousuf (New York). Capital Markets partner Drew Valentine (New York) also assisted on the matter.

White & Case previously advised WhiteFiber on a range of transactions, including WhiteFiber's upsized IPO, its upsized US$230 million offering of convertible notes and a related zero-strike call option transaction, and a term loan between WhiteFiber's subsidiary and Bit Digital Capital, Inc.

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