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Keel Infrastructure Completes Convertible Senior Notes Offering and Concurrent Capped Call Transactions

06.10.26

The Firm represented the initial purchasers, led by Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, in connection with the offering (the “Offering”) by Keel Infrastructure Corp. (“Keel”) of $458 million aggregate principal amount of 1.250% Convertible Senior Notes due 2032, which includes the exercise in full of the $58 million option granted to the initial purchasers of the Notes. In addition, the Firm represented the financial institutions in connection with capped call transactions entered into with one or more financial institutions, including one or more of the initial purchasers and/or their respective affiliates concurrently with the Offering.

Keel is a North American digital infrastructure and energy company that develops and owns data centers and energy infrastructure for high-performance computing workloads, including AI. With a pipeline of 2.2 gigawatts and established grid interconnections already in place, Keel delivers scalable infrastructure solutions in high-demand power markets across Pennsylvania and Washington in the United States, and Québec in Canada.

The Simpson Thacher team for this transaction included Evan Zuckerman, Lia Toback, Hui Lin and Michael Tremeski (Capital Markets); Jonathan Lindabury, Marc Langer, Diana Yen, Ruben Aguirre and Jessie Jiaxin Li (Derivatives); Michael Mann and Jon Cantor (Tax); Timothy Gallagher (Real Estate); Jonathan Corsico and David Jennings (Digital Assets); George Gerstein (Executive Compensation and Employee Benefits); James Talbot and Christine Song (Intellectual Property); and Andrew Pagliughi (FINRA & Blue Sky).