We advised Galaxy Digital on its private placement of 3% exchangeable senior notes due 2026

Davis Polk advised Galaxy Digital Holdings LP in connection with its private placement of $500 million aggregate principal amount of 3.00% exchangeable senior notes due 2026. The notes are initially exchangeable for TSX-listed ordinary shares of Galaxy Digital Holdings Ltd., and following Galaxy Digital’s proposed reorganization of its corporate structure and re-domiciliation to the United States, will be exchangeable for shares of Class A common stock of Galaxy Digital Inc., a newly formed Delaware holding company. The notes were sold in an offering exempt from registration under Section 4(a)(2), and ownership of the notes is limited to investors who are both “qualified institutional buyers” under Rule 144A and “qualified purchasers” under Section 3(c)(7) of the 1940 Act.

Galaxy Digital is a technology-driven financial services and investment management firm that provides institutions and direct clients with a full suite of financial solutions spanning the digital assets ecosystem. Galaxy Digital is currently primarily focused on digital assets, cryptocurrencies and blockchain technology, and how these technological innovations will drastically alter the storage and transfer of value.

The Davis Polk corporate team included partner Joseph A. Hall, counsel Dan Gibbons and associates Caroline G. Armstrong and Jennifer Tedrick. The equity derivatives team included partner Derek Walters and associate Gregory Edgar Marchesini. The tax team included partners Michael Mollerus and Patrick E. Sigmon. Partner Gregory S. Rowland and counsel Sarah E. Kim provided 1940 Act advice. All members of the Davis Polk team are based in the New York office.

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