BKV Corporation, traded on the New York Stock Exchange under the ticker NYSE:BKV, priced an upsized offering of $500 million in convertible senior notes due October 15, 2031. The deal was increased from a previously announced $400 million.
The notes carry a coupon of 1.625% and settle on September 14, 2026. Initial purchasers have been granted an option to buy up to an additional $75 million in notes within 13 days of issuance.
The securities were offered privately to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933. The initial conversion rate is set at 31.3161 shares per $1,000 principal amount, translating to a conversion price of approximately $31.93 per share—a 32.5% premium over BKV’s closing stock price of $24.10 on Tuesday.
BKV may redeem the notes beginning October 15, 2029, if the stock price exceeds 130% of the conversion price for a specified period. Noteholders may convert prior to July 15, 2031 only upon the occurrence of certain triggering events; after that date, conversion is permitted at any time until two trading days before maturity. Settlement of conversions will be made in cash, stock, or a combination at the company’s discretion. Fundamental changes will entitle noteholders to require BKV to repurchase the notes for cash.
Estimated net proceeds from the offering amount to approximately $481.8 million after fees and expenses, rising to $554.7 million if the purchasers fully exercise their option. Of the proceeds, roughly $56.3 million will fund capped call transactions with a cap price of $48.20 per share—reflecting a 100% premium over Tuesday’s close—in a move designed to offset potential dilution. An additional $35 million will be directed toward repurchasing 1,452,282 shares at $24.10 per share, with the remainder allocated to general corporate purposes, including debt repayment and capital expenditures.
