Fermi commenced a $350 million convertible senior notes offering due 2031 and may grant initial purchasers an option for an additional $52.5 million, while deferring its planned REIT election.
Key Highlights:
- Filed offering: $350M aggregate principal of convertible senior notes due 2031 to qualified institutional buyers.
- Greenshoe: initial purchasers may buy up to $52.5M additional notes within 13 days of issuance.
- Use of proceeds: pay for privately negotiated capped call transactions; remainder for general corporate purposes.
- Tax status: will defer REIT election; taxable as C corp through short year ended Dec 31, 2025; expects to seek REIT election for 2026 year but no assurance.
- Disclosed developments: ongoing tenant/JV negotiations, advanced CEO search, active litigation with former CEO may materially distract and cost the company.
Original SEC Filing:
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