Cipher Mining Inc. has announced its plans to offer $800 million aggregate principal amount of 0.00% convertible senior notes due 2031 in a private offering. 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 final terms of the notes, including the initial conversion rate and certain other terms, will be determined at the time of pricing of the offering.
The notes will mature on October 1, 2031, unless earlier repurchased, redeemed, or converted. Prior to July 1, 2031, the notes will be convertible only upon satisfaction of certain conditions and during certain periods, 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 2.4 GW 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 issuable 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. Today the company's shares have moved -0.07% to a price of $14.14. For more information, read the company's full 8-K submission here.
