WhiteFiber has completed a $310 million convertible-note sale to support its AI infrastructure plans. However, after fees and a cash payment used to restructure earlier debt, about $180 million remained before other corporate uses, and separate project financing for its NC-1 data center has not yet closed.
The company announced the closing on 21 August after purchasers exercised their full $40 million option, increasing the sale from an initially announced $270 million.
WhiteFiber received approximately $298.5 million after discounts and transaction expenses. It then used about $118.5 million in cash, including accrued interest, as part of an exchange involving $198.15 million of older convertible notes due in 2031.
The exchange also involved the issue of approximately 6.3 million WhiteFiber shares. About $31.85 million of the older notes remains outstanding.
Chief executive Sam Tabar said the transaction “materially enhances our liquidity and provides greater capital certainty.” That is useful progress, but it should not be confused with fully financing the company’s expansion programme.
What the $310 million figure means
A convertible note is a form of debt that can, under specified conditions, be converted into shares. WhiteFiber’s new notes carry annual interest of 5%, mature in September 2032 and have an initial conversion price of about $33.84 per share.
The company can settle a conversion in cash, shares or a combination of both. This means future dilution, the reduction in existing investors’ percentage ownership when new shares are issued, is possible but is not fixed by the full $310 million principal amount.
The new notes would cost $15.5 million in annual interest if the entire principal remained outstanding for a full year. That excludes interest on the older notes still in circulation and any effect from future conversions, repurchases or redemptions.
WhiteFiber’s transaction did more than replace old borrowing. It exchanged most of a previous $230 million note issue, but sold $310 million of new notes while leaving $31.85 million of the old notes outstanding. The company therefore gained liquidity while also increasing its total convertible-note principal.
An MBN calculation based on the filing leaves roughly $180 million after deducting the $118.5 million cash exchange payment from the $298.5 million in net proceeds. This is not the same as saying $180 million has been reserved entirely for construction.
WhiteFiber said the remaining money could support property leases or purchases, data center construction, energy service agreements and equipment including graphics processing unit servers. It may also use funds for acquisitions, partnerships, joint ventures, working capital and other corporate purposes.
The expansion still depends on power and project finance
WhiteFiber operates data center infrastructure and provides cloud computing capacity built around graphics processing units, or GPUs. These chips perform many calculations in parallel and are widely used to train and run artificial intelligence models.
The company is targeting more than 100 megawatts of additional capacity across its development pipeline in 2027. A megawatt measures power, not computing performance, and the target remains a company plan rather than capacity that is already operating.
WhiteFiber said it expects to begin site preparation, order equipment with long delivery times and pursue long-term leases during the fourth quarter of 2026. Its regulatory filing also says proposed project-level financing for NC-1 remains subject to final documents, approvals and closing conditions.
Project finance normally links borrowing to a particular development and its expected cash flows. For WhiteFiber, it could provide construction funding beyond the general corporate capital raised through the convertible notes.
This distinction matters because AI data centers need more than buildings and servers. Developers must secure large, reliable electricity connections, and grid access can take years in constrained markets.
Other operators are trying to reduce that risk by acquiring sites with power already connected. Core Scientific, for example, recently paid $444.3 million for an Oklahoma power position, although grid capacity is not the same as a completed AI data center.
WhiteFiber has strengthened its balance-sheet options, but the next milestones are operational. It still needs to close project financing, secure power and property arrangements, place long-lead equipment orders and turn planned megawatts into capacity that customers can use.
