Cipher Mining Inc. (NASDAQ:CIFR) has announced its proposed private offering of $800 million aggregate principal amount of 0.00% convertible senior notes due 2031. The company also expects to grant the initial purchasers of the notes a 13-day option to purchase up to an additional $120 million aggregate principal amount of notes.
The notes will not bear regular interest, and the principal amount of the notes will not accrete. They will mature on October 1, 2031, unless earlier repurchased, redeemed, or converted. The notes will be convertible only upon satisfaction of certain conditions and during certain periods until July 1, 2031, and thereafter, the notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.
Cipher intends to use a portion of the net proceeds from the offering to fund the cost of entering into capped call transactions and the remainder to finance a portion of the company’s data center construction at Barber Lake, accelerate the build-out of its high-performance computing (HPC) strategy across its 2.4GW pipeline, continue to expand its pipeline of development sites, and for general corporate purposes.
The offer and sale of the notes and any shares of common stock issuables upon conversion of the notes have not been, and will not be, registered under the securities act or any other securities laws.
J. Wood Capital Advisors LLC acted as a financial advisor to the company.
Cipher Mining Inc. is focused on the development and operation of industrial-scale data centers for bitcoin mining and HPC hosting, aiming to be a market leader in innovation, including in bitcoin mining growth, data center construction, and as a hosting partner to the world’s largest HPC companies. Following these announcements, the company's shares moved -16.27%, and are now trading at a price of $11.84. Check out the company's full 8-K submission here.
