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LAS VEGAS , Dec. 12, 2024 /PRNewswire/ -- CleanSpark, Inc. (Nasdaq: CLSK), America's Bitcoin Miner ® ("CleanSpark" or the "Company"), today announced that it intends to offer, subject to market conditions and other factors, $550 million aggregate principal amount of convertible senior notes due 2030 (the "Convertible Notes") to the initial purchasers for resale in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). CleanSpark also expects to grant the initial purchasers of the Convertible Notes an option to purchase, within a 13-day period beginning on, and including the date on which the Convertible Notes are first issued, up to an additional $100 million aggregate principal amount of the Convertible Notes. The offering is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the offering may be completed. The Company intends to use the net proceeds from the offering to pay the cost of the capped call transactions (as described below), to use up to $125 million of the net proceeds to repurchase shares of the Company's common stock (the "common stock") from investors in the Convertible Notes, and the remaining net proceeds for the repayment in full of amounts outstanding under Company's line of credit with Coinbase , capital expenditures, acquisitions and general corporate purposes. The Convertible Notes will be senior unsecured obligations of the Company. The Convertible Notes will not bear regular interest, and the principal amount of the Convertible Notes will not accrete. The Convertible Notes will mature on June 15, 2030 , unless earlier repurchased, redeemed or converted in accordance with their terms. Prior to December 15, 2029 , the Convertible Notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, the Convertible Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Convertible Notes will be convertible into cash, shares of the common stock or a combination of cash and shares of the common stock, at the Company's election. The initial conversion rate and other terms of the Convertible Notes will be determined at the time of pricing in negotiations with the initial purchasers of the Convertible Notes. In connection with the pricing of the Convertible Notes, the Company expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the Convertible Notes and/or other financial institutions (the "option counterparties"). If the initial purchasers of the Convertible Notes exercise their option to purchase additional Convertible Notes, the Company expects to use a portion of the net proceeds from the sale of the additional Convertible Notes to enter into additional capped call transactions with the option counterparties. The capped call transactions are expected generally to reduce potential dilution to the common stock upon conversion of any Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap. In connection with establishing their initial hedges of the capped call transactions, the Company expects the option counterparties or their respective affiliates to purchase shares of the common stock and/or enter into various derivative transactions with respect to the common stock concurrently with, or shortly after, the pricing of the Convertible Notes. This activity could increase (or reduce the size of any decrease in) the market price of the common stock or the Convertible Notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the common stock and/or purchasing or selling shares of the common stock or other securities of the Company in secondary market transactions following the pricing of the Convertible Notes and prior to the maturity of the Convertible Notes (and are likely to do so on each exercise date for the capped call transactions or following any termination of any portion of the capped call transactions in connection with any repurchase, redemption or early conversion of the Convertible Notes). This activity could also cause or avoid an increase or decrease in the market price of the common stock or the Convertible Notes, which could affect holders of the Convertible Notes' ability to convert the Convertible Notes and, to the extent the activity occurs following conversion of the Convertible Notes or during any observation period related to a conversion of the Convertible Notes, it could affect the amount and value of the consideration that holders of the Convertible Notes will receive upon conversion of such Convertible Notes. The Company also expects to repurchase shares of its common stock from certain of the investors in the Convertible Notes in privately negotiated transactions effected concurrently with the pricing of the Convertible Notes, and the Company expects the purchase price per share of the common stock repurchased in such transactions to equal the closing price per share of the common stock on the date the offering of the Convertible Notes is priced. The Convertible Notes and any shares of common stock issuable upon conversion of the Convertible Notes, if any, have not been registered under the Securities Act or securities laws of any other jurisdiction, and the Convertible Notes and such shares of common stock may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws. The Convertible Notes will be offered by the initial purchasers only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act. This press release shall not constitute an offer to sell, or a solicitation of an offer to buy the Convertible Notes, nor shall there be any sale of the Convertible Notes or common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About CleanSpark CleanSpark (Nasdaq: CLSK), America's Bitcoin Miner ® , is a market-leading, pure play Bitcoin miner with a proven track record of success. We own and operate a portfolio of mining facilities across the United States powered by globally competitive energy prices. Sitting at the intersection of Bitcoin , energy, operational excellence and capital stewardship, we optimize our mining facilities to deliver superior returns to our shareholders. Monetizing low-cost, high reliability energy by securing the most important finite, global asset – Bitcoin – positions us to prosper in an ever-changing world. Visit our website at www.cleanspark.com . Forward-Looking Statements This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements include statements concerning anticipated future events and expectations that are not historical facts, such as statements concerning the proposed terms of the Convertible Notes, the capped call transactions and the proposed share repurchases, the completion, timing and size of the proposed offering of the Convertible Notes, the capped call transactions, and the anticipated uses of proceeds from the proposed offering (including the capped call transactions and proposed share repurchases). All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as "plan," "believe," "goal," "target," "aim," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "should," "would," "will" and other similar words and expressions, although the absence of these words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations and beliefs of CleanSpark's management and are inherently subject to a number of factors, risks, uncertainties and assumptions and their potential effects. There can be no assurance that future developments will be those that have been anticipated. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, risks, uncertainties and assumptions, including, among others, the risk that the Company may not be able to consummate the Convertible Notes transaction, the capped call transactions or the share repurchase on satisfactory conditions or at all, and other risks described in the Company's filings with the Securities and Exchange Commission (the "SEC"), including under the heading "Risk Factors" in those filings, and other risks it may identify from time to time. Forward-looking statements contained herein are made only as to the date hereof, and the Company assumes no obligation to update or revise any forward-looking statements as a result of any new information, changed circumstances or future events or otherwise, except as expressly required by applicable law. Investors: Harry Sudock , SVP 702-989-7693 ir@cleanspark.com Media: Eleni Stylianou 702-989-7694 pr@cleanspark.com View original content to download multimedia: https://www.prnewswire.com/news-releases/cleanspark-inc-announces-proposed-private-offering-of-550-million-of-convertible-notes-302330757.html SOURCE CleanSpark, Inc.
WASHINGTON — The House Ethics Committee's long-awaited report on Matt Gaetz documents a trove of salacious allegations, including sex with an underage girl, that tanked the Florida Republican's bid to lead the Justice Department. Citing text messages, travel receipts, online payments and testimony, the bipartisan committee paints a picture of a lifestyle in which Gaetz and others connected with younger women for drug-fueled parties, events or trips, with the expectation the women would be paid for their participation. The former congressman, who filed a last-minute lawsuit to try to block the report's release Monday, slammed the committee's findings. Gaetz has denied any wrongdoing and has insisted he never had sex with a minor. And a Justice Department investigation into the allegations ended without any criminal charges filed against him. "Giving funds to someone you are dating — that they didn't ask for — and that isn't 'charged' for sex is now prostitution?!?" Gaetz wrote in one post Monday. "There is a reason they did this to me in a Christmas Eve-Eve report and not in a courtroom of any kind where I could present evidence and challenge witnesses." Here's a look at some of the committee's key findings: 'Sex-for-money arrangements,' drug-fueled parties and trips The committee found that between 2017 and 2020, Gaetz paid tens of thousands of dollars to women "likely in connection with sexual activity and/or drug use." He paid the women using through online services such as PayPal, Venmo and CashApp and with cash or check, the committee said. The committee said it found evidence that Gaetz understood the "transactional nature" of his relationships with the women. The report points to one text exchange in which Gaetz balked at a woman's request that he send her money, "claiming she only gave him a 'drive by.'" Women interviewed by the committee said there was a "general expectation of sex," the report said. One woman who received more than $5,000 from Gaetz between 2018 and 2019 said that "99 percent of the time" that when she hung out with Gaetz "there was sex involved." However, Gaetz was in a long-term relationship with one of the women he paid, so "some of the payments may have been of a legitimate nature," the committee said. Text messages obtained by the committee also show that Gaetz would ask the women to bring drugs to their "rendezvous," the report said. While most of his encounters with the women were in Florida, the committee said Gaetz also traveled "on several occasions" with women whom he paid for sex. The report includes text message exchanges in which Gaetz appears to be inviting various women to events, getaways or parties, and arranging airplane travel and lodging. Gaetz associate Joel Greenberg, who pleaded guilty to sex trafficking charges in 2021, initially connected with women through an online service. In one text with a 20-year-old woman, Greenberg suggested if she had a friend, the four of them could meet up. The woman responded that she usually does "$400 per meet." Greenberg replied: "He understands the deal," along with a smiley face emoji. Greenberg asked if they were old enough to drink alcohol, and sent the woman a picture of Gaetz. The woman responded that her friend found him "really cute." "Well, he's down here for only for the day, we work hard and play hard," Greenberg replied. 'Substantial evidence' indicates that Gaetz had sex with an underage girl, the committee said The report details a party in July 2017 in which Gaetz is accused of having sex with "multiple women, including the 17-year-old, for which they were paid." The committee pointed to "credible testimony" from the now-woman herself as well as "multiple individuals" who corroborated the allegation. The then-17-year-old — who had just completed her junior year in high school — told the committee that Gaetz paid her $400 in cash that night, "which she understood to be payment for sex," according to the report. The woman acknowledged that she had taken ecstasy the night of the party, but told the committee that she was "certain" of her sexual encounters with the then-congressman. There's no evidence that Gaetz knew she was a minor when he had sex with her, the committee said. The woman told the committee she didn't tell Gaetz she was under 18 at the time and he didn't ask how old she was. Rather, the committee said Gaetz learned she was a minor more than a month after the party. But he stayed in touch with her after that and met up with her for "commercial sex" again less than six months after she turned 18, according to the committee. Gaetz said evidence would 'exonerate' him but provided none of it In sum, the committee said it authorized 29 subpoenas for documents and testimony, reviewed nearly 14,000 documents and contacted more than two dozen witnesses. But when the committee subpoenaed Gaetz for his testimony, he failed to comply. "Gaetz pointed to evidence that would 'exonerate' him yet failed to produce any such materials," the committee said. Gaetz "continuously sought to deflect, deter, or mislead the Committee in order to prevent his actions from being exposed." The report details a months-long process that dragged into a year as it sought information from Gaetz that he decried as "nosey" and a "weaponization" of government against him. In one notable exchange, investigators were seeking information about the expenses for a 2018 getaway with multiple women to the Bahamas. Gaetz ultimately offered up his plane ticket receipt "to" the destination, but declined to share his return "from" the Bahamas. The report said his return on a private plane and other expenses paid by an associate were in violation of House gift rules. In another Gaetz told the committee he would "welcome" the opportunity to respond to written questions. Yet, after it sent a list of 16 questions, Gaetz said publicly he would "no longer" voluntarily cooperate. He called the investigation "frivolous," adding, "Every investigation into me ends the same way: my exoneration." The report said that while Gaetz's obstruction of the investigation does not rise to a criminal violation it is inconsistent with the requirement that all members of Congress "act in a manner that reflects creditably upon the House." Justice Department didn't cooperate with the committee The committee began its review of Gaetz in April 2021 and deferred its work in response to a Justice Department request. It renewed its work shortly after Gaetz announced that the Justice Department had ended a sex trafficking investigation without filing any charges against him. The committee sought records from the Justice Department about the probe, but the agency refused, saying it doesn't disclose information about investigations that don't result in charges. The committee then subpoenaed the Justice Department, and after a back-and-forth between officials and the committee, the department handed over "publicly reported information about the testimony of a deceased individual," according to the report. "To date, DOJ has provided no meaningful evidence or information to the Committee or cited any lawful basis for its responses," the committee said. Many of the women who the committee spoke to had already given statements to the Justice Department and didn't want to "relive their experience," the committee said. "They were particularly concerned with providing additional testimony about a sitting congressman in light of DOJ's lack of action on their prior testimony," the report said. The Justice Department, however, never handed over the women's statements. The agency's lack of cooperation — along with its request that the committee pause its investigation — significantly delayed the committee's probe, lawmakers said.
An illegal alien got-away, previously deported by the Trump administration, is accused of murdering a woman in the New York City subway by setting her on fire. Sebastian Zapeta-Calil, a 33-year-old illegal alien from Guatemala, was arrested by the New York City Police Department (NYPD) on Sunday after being caught on the subway’s surveillance footage allegedly setting a woman on fire and then fanning the flames to burn her alive. Footage of the gruesome attack has circulated widely online. The NYPD has not yet released the identity of the woman. Immigration and Customs Enforcement (ICE) officials confirmed to Fox News’s Bill Melugin that Zapeta-Calil is an illegal alien who is among millions of so-called “got-aways” living in the United States after having successfully crossed the southern border without being detected. According to ICE officials, Zapeta-Calil first crossed the border on June 1, 2018, near Sonoita, Arizona. He was given an order of expedited removal and deported to his native Guatemala six days after crossing. Subsequently, on an unknown date at an unknown location, Zapeta-Calil crossed the border without being detected by Border Patrol agents and ultimately made his way to New York City which has a strict sanctuary jurisdiction policy that vows not to cooperate with ICE agents. John Binder is a reporter for Breitbart News. Email him at jbinder@breitbart.com. Follow him on Twitter here .NFL NOTES
