Riot Platforms (NASDAQ: RIOT), an industry participant focused on vertically integrated Bitcoin mining, announced entry into a non-binding term sheet outlining terms of a potential acquisition by Whinstone US, Inc., or an affiliate, a wholly-owned subsidiary of Riot, of specific assets owned by Rhodium Encore LLC (together with its affiliates, “Rhodium”) at Riot’s Rockdale Facility, and the filing of “a motion to approve settlement under Federal Rule of Bankruptcy Procedure 9019 in Rhodium’s bankruptcy case.”
Based upon the terms outlined in the term sheet, upon closing of the transaction, Whinstone (or an affiliate) will reportedly “provide $185 million in total consideration to Rhodium, consisting of: (i) $129.9 million in cash, (ii) $6.1 million return of Rhodium’s power security deposit, and (iii) $49.0 million in Riot shares, which will be priced based on the last 10 trading days volume-weighted average price immediately prior to the closing of the Transaction.”
In exchange for the transaction consideration, Rhodium will transfer ownership of “all tangible property located at the Rockdale Facility, including all ASIC miners, and vacate the site within three business days following closing of the transaction, whereupon Riot will immediately assume Rhodium’s 125 MW of power capacity and the existing operating assets at the Rockdale Facility, resulting in the entire Rockdale Facility power load being allocated to self-use.”
Each of Whinstone and Rhodium will also “dismiss all existing litigation, including any appeals, and release any and all future claims not connected to the closing of the Transaction.”
The transaction and settlement will be subject to, among other things, the approval of the Bankruptcy Court pursuant “to Bankruptcy Rule 9019 and Bankruptcy Code section 363, and will require execution of definitive agreements between Whinstone and Rhodium.”
Riot will continue to provide “further updates in due course.”
As covered, Riot says that its vision is to be the world’s Bitcoin-driven infrastructure platform.
Their mission is to positively “impact the sectors, networks and communities that we touch.”
They believe that the combination of an innovative spirit and strong community partnership allows the company to “achieve best-in-class execution and create successful outcomes.”
Riot is a Bitcoin mining and digital infrastructure company “focused on a vertically integrated strategy.”
The company reportedly has Bitcoin mining operations in “central Texas and Kentucky, and electrical switchgear engineering and fabrication operations in Denver, Colorado and Houston, Texas.”