WhiteFiber, Inc., the Nasdaq-listed provider of artificial intelligence infrastructure and high-performance computing solutions, has closed a private placement of USD 310.0 million in convertible senior notes, including the full exercise of an overallotment option, as the company accelerates plans to expand its data center footprint and bring more than 100 megawatts of additional capacity online by 2027.
Deal Structure and Terms
The offering, which closed on August 21, 2026, consisted of USD 310.0 million in aggregate principal amount of 5.00% convertible senior notes due 2032. The final size reflects the exercise in full of the initial purchasers' option to purchase up to an additional USD 40.0 million in principal amount beyond the originally announced offering amount.
The notes were issued with an initial conversion price of approximately USD 33.84 per share, representing a premium of approximately 25% over the last reported sale price of the company's ordinary shares on the Nasdaq Capital Market on August 18, 2026. WhiteFiber trades on Nasdaq under the ticker symbol WYFI.
After deducting initial purchasers' discounts and estimated offering expenses, the company received net proceeds of approximately USD 298.5 million.
The notes were offered exclusively to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and have not been registered under the Securities Act of 1933 or any state or other jurisdiction's securities laws.
Concurrent Note Exchange Transactions
Alongside the pricing of the new offering, WhiteFiber entered into privately negotiated exchange transactions with certain holders of its existing 4.500% convertible senior notes due 2031.
Under those arrangements, the company exchanged USD 198.15 million in aggregate principal amount of the existing notes for approximately USD 118.5 million in cash, which included accrued and unpaid interest, as well as approximately 6.3 million ordinary shares.
As a result of these transactions, the aggregate principal amount of the existing 4.500% notes outstanding was reduced to approximately USD 31.85 million. WhiteFiber used approximately USD 118.5 million of the net proceeds from the new offering to fund the cash portion of those exchange transactions.
Use of Remaining Proceeds
The remaining net proceeds from the offering are earmarked primarily for data center expansion. According to the company, planned uses include partially funding the lease or purchase of additional property or properties on which to build new WhiteFiber data centers, constructing those facilities, entering into additional energy service agreements for each new site, and purchasing related equipment, including GPU servers, to support the company's cloud business.
WhiteFiber also indicated that proceeds may be used for potential acquisitions, partnerships, and joint ventures related to its infrastructure build-out, as well as for working capital and general corporate purposes.
Strategic Rationale and Growth Targets
Sam Tabar, chief executive officer of WhiteFiber, framed the transaction as a move to strengthen the company's financial position ahead of a significant phase of capacity growth.
Tabar said the deal materially enhances the company's liquidity and provides greater capital certainty as the company completes the first phase of a project identified as NC-1 and prepares for the next phase of its colocation growth.
Tabar also pointed to the anticipated closing of a proposed project-level financing for NC-1, which he noted remains subject to the completion of definitive documentation and the satisfaction of customary approvals and closing conditions.
He said the company expects that financing, combined with the proceeds from the convertible notes offering, will position WhiteFiber to initiate site preparation and place long-lead equipment orders on the timetable needed to support a target of bringing more than 100 megawatts of additional capacity online across its development pipeline in 2027.
The chief executive stated that advancing site readiness and procurement now is intended to reduce schedule risk and position the company to execute long-term leases with what he described as high-quality customers for that capacity during the fourth quarter of 2026.
Tabar characterized the transaction as the next step in the company's strategy of converting its development pipeline into contracted, financeable capacity and reinvesting capital to scale the platform.
Company Background
WhiteFiber describes itself as a provider of AI infrastructure solutions that owns high-performance computing data centers and provides cloud services to customers.
The company says its vertically integrated model combines specialized colocation, hosting, and cloud services engineered to maximize performance, efficiency, and margin for generative AI workloads.
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