CLSK - CleanSpark Announces Agreement to Acquire GRIID Infrastructure Based on an enterprise value of $155 Million and Expansion Plans of over 400 MW in Tennessee | Benzinga
As a result of the transaction Cleanspark expects to add over 400 MW in Tennessee over the next 2 years
CleanSpark's total announced, planned, and owned capacity now sits at over 1 GW of premium infrastructure in support of America's rapidly advancing technological environment
LAS VEGAS, June 27, 2024 (GLOBE NEWSWIRE) -- CleanSpark Inc. (NASDAQ:CLSK) ("CleanSpark") and GRIID Infrastructure Inc. (NASDAQ:GRDI) ("GRIID") announced today that they have entered into a definitive merger agreement pursuant to which CleanSpark will acquire all the issued and outstanding common stock of GRIID in an all-stock transaction. The total enterprise value, including payment and assumption of debt, of the transaction is $155 million. Concurrent with the signing of the merger agreement, the companies also entered into an exclusive hosting agreement for all currently available power, of which 20 MW will be allocated to CleanSpark effective immediately.
Under the terms of the merger agreement, GRIID stockholders will receive shares of CleanSpark common stock based upon an exchange ratio equal to the quotient obtained by dividing the aggregate merger consideration by the total number of shares of GRIID common stock issued and outstanding as of the closing date of the merger. The aggregate merger consideration is equal to the quotient obtained by dividing (x) the sum of (i) $155,000,000 minus (ii) the amount of GRIID's outstanding liabilities as of the closing date of the merger (net of cash on hand) by (y) $16.587 (which is the volume-weighted average price of CleanSpark's common stock for the two consecutive trading days prior to the date of the merger agreement).
CleanSpark will assume all outstanding debt and other obligations of GRIID pursuant to the merger. CleanSpark also provided GRIID with a $5 million dollar working capital loan and a pay-down bridge loan of approximately $50.9 million that was used to satisfy certain obligations of GRIID at signing. The loan is secured and is senior to all other outstanding debt of GRIID.
"We are looking forward to welcoming the GRIID team into the CleanSpark family and we are excited to apply the CleanSpark way, carefully honed alongside the communities we operate in Georgia and Mississippi, to GRIID's impressive pipeline in Tennessee," said Zach Bradford, CleanSpark's CEO. "This acquisition would give us a clear and steady path over the next three years to accomplish in Tennessee what we proudly achieved in Georgia over the past three years. That achievement was to build out over 400 MW of infrastructure backed by valuable, long-term power contracts."
"As we look at how the rest of this year is expected to unfold," Bradford continued, "after closing we expect to focus in on the best opportunities in the GRIID pipeline. We anticipate that this will allow us to exceed 100 megawatts in Tennessee by the end of this calendar year and eventually grow that to 200 megawatts in 2025 before exceeding 400 megawatts in 2026. At every step of the way we will continue to work together with local communities as we build infrastructure capable of powering as much as one gigawatt of data center operations in Tennessee."
"I am incredibly excited for the opportunity for GRIID to join the CleanSpark team. Together, we will achieve rapid growth in the Tennessee Valley" said Trey Kelly, GRIID's CEO. "I am so proud of the business and team we have built at GRIID, so joining a company with a shared vision and values, like CleanSpark, makes for an ideal business combination.
"I have long admired CleanSpark's track record of disciplined execution and I am looking forward to bringing that to our tremendous Tennessee power pipeline" said Harry Sudock, GRIID's CSO. "Growing our portfolio of data centers in this attractive region positions us to continue strengthening the resilience of the power grid while delivering CleanSpark's leading mining capabilities."
GRIID operates bitcoin mining data centers in various cities and towns throughout Tennessee that are serviced by Tennessee Valley Authority (TVA), the largest and one of the most important public power companies in the United States. Like CleanSpark, GRIID has taken a community-first approach to building its data centers, embedding itself into the towns and communities it operates in. In addition to GRIID's corporate headquarters in Cincinnati, Ohio, they operate a Research and Development Center in Austin, Texas, and a Development, Deployment, and Equipment Repair Center in Rutledge, Tennessee. Their four mining facilities are in Watertown, New York and Limestone, Maynardville and Lenoir City, Tennessee.
The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the third quarter of 2024. The acquisition is subject to GRIID shareholder approval and other customary closing conditions.
Advisors
Cozen O'Connor P.C. served as legal counsel for CleanSpark and Troutman Pepper Hamilton Sanders LLP served as legal counsel for GRIID in connection with the transaction.
About CleanSpark
CleanSpark (NASDAQ:CLSK) is America's Bitcoin Miner™. We own and operate data centers that primarily run on low-carbon power. Our infrastructure responsibly supports Bitcoin, the world's most important digital commodity and an essential tool for financial independence and inclusion. We cultivate trust and transparency among our employees and the communities we operate in. Visit our website at www.cleanspark.com.
About GRIID Infrastructure Inc.
GRIID is a purpose-built bitcoin mining company, founded in 2018, that has operated mining facilities since 2019. GRIID has built long-term power relationships securing affordable, reliable, environmentally responsible power, ...