NEW YORK, Dec. 9, 2021 /CNW/ - Galaxy Digital Holdings
Ltd. (TSX: GLXY) ("GDH Ltd." or the "Company") is pleased to
announce that Galaxy Digital Holdings LP (the "Issuer" and together
with GDH Ltd., "Galaxy Digital") has closed its previously
announced offering of $500 million
aggregate principal amount of 3.00% Exchangeable Senior Notes due
2026 (the "Notes") in a private placement under the Securities Act
of 1933, as amended (the "Securities Act").
Galaxy Digital intends to use the proceeds from the Notes
offering to accelerate growth initiatives across its business lines
and for general corporate purposes.
As previously announced, the Company's board of directors has
approved a proposed corporate reorganization (the "Reorganization")
whereby Galaxy Digital intends to consummate a series of related
transactions in connection with its re-domiciliation to
the United States. Subject to the
satisfaction of certain conditions and during certain periods,
holders of the Notes may opt to exchange such Notes (i) prior to
the Reorganization, for ordinary shares of GDH Ltd. (the "Ordinary
Shares"), and (ii) following the Reorganization, for shares of
Class A common stock (the "Class A Shares") of Galaxy Digital Inc.,
a newly formed Delaware holding
company (the "Successor Company"), or in each case, at the Issuer's
election, cash or a combination thereof.
The exchange rate will initially be 7,498.2210 Ordinary Shares
per $250,000 principal amount of
Notes, equivalent to an initial exchange price of approximately USD
$33.3412 (CAD $42.6467 equivalent based on the November 26, 2021 exchange rate) per Ordinary
Share. The exchange rate is subject to adjustment upon the
occurrence of certain events. In addition, if GDH Ltd. or the
Successor Company, as applicable, undergoes a "fundamental change",
subject to certain conditions, holders of Notes may require the
Issuer to repurchase for cash all or any portion of their Notes in
principal amounts of $250,000 or an
integral multiple thereof.
The Notes will mature on December 15,
2026 unless earlier exchanged, redeemed or repurchased.
Interest on the Notes will be payable on June 15 and December
15 of each year, beginning on June
15, 2022. The Notes are general senior unsecured obligations
of the Issuer.
The Issuer may not redeem the Notes prior to December 15, 2024. The Issuer may redeem for cash
all or part of the Notes, at its option, from time to time on or
after December 15, 2024 if the last
reported sale price per Ordinary Share or Class A Share, as
applicable, has been at least 130% of the exchange price then in
effect for at least 20 trading days (whether or not consecutive)
during any 30 consecutive trading day period ending on, and
including, the trading day immediately preceding the date on which
the Issuer provides notice of redemption, at a redemption price
equal to 100% of the principal amount of the Notes to be redeemed,
plus accrued and unpaid interest, if any, to, but excluding, the
redemption date.
The Notes were offered and sold only to persons who are both
"qualified institutional buyers" (as defined in Rule 144A under the
Securities Act) and "qualified purchasers" for purposes of Section
3(c)(7) of the Investment Company Act of 1940, as amended
("QIB/QPs"), on a private placement basis pursuant to Section
4(a)(2) of the Securities Act, and may only be held by QIB/QPs for
the life of the Notes. Neither the Notes nor any Ordinary Shares or
Class A Shares issuable upon exchange of the Notes have been, and
the Notes will not be, registered under the Securities Act or the
securities laws of any other jurisdiction, or qualified by a
prospectus in Canada, and unless so registered, may not be offered
or sold in the United States absent registration or pursuant to an
applicable exemption from registration requirements. Following
the Reorganization and subject to certain conditions, holders of
the Notes will have the right to require the Successor Company to
register the resale of any Class A Shares issuable upon exchange of
the Notes on a shelf registration statement. Offers and sales in
Canada will be made only pursuant to exemptions from the prospectus
requirements of applicable Canadian securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall it
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful.
Cautionary Statement Concerning Forward-Looking
Statements
Certain statements contained in this press release constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and "forward-looking
information" within the meaning of Canadian securities laws
(collectively, "forward-looking statements"), including statements
regarding the offering and use of proceeds thereof. These
forward-looking statements include, among others, statements
relating to the consummation of the Reorganization and the issuance
of Shares upon the exchange of the Notes. These forward-looking
statements represent the Company's expectations or beliefs
concerning future events, and it is possible that the results
described in this press release will not be achieved. These
forward-looking statements are subject to risks, uncertainties and
other factors, including without limitation, those risks identified
in the Company's Annual Information Form dated March 29, 2021 filed on SEDAR at www.sedar.com,
many of which are outside of the Company's control, which could
cause actual results to differ materially from the results
discussed in the forward-looking statements.
Forward-looking statements are based on the expectations and
opinions of management on the date the statements are made. The
assumptions used in the preparation of such statements, although
considered reasonable at the time of preparation, may prove to be
imprecise. Any forward-looking statement speaks only as of the date
on which it is made, and, except as required by law, the Company
does not undertake any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. New factors emerge from time to time,
and it is not possible for the Company to predict all such factors.
For the reasons set forth above, undue reliance should not be
placed on forward-looking statements.
Other Disclaimers
The TSX has neither approved nor disapproved the contents of
this press release.
SOURCE Galaxy Digital Holdings Ltd.