Cipher Mining Inc. (NASDAQ:CIFR) has announced the pricing of its upsized private offering of $1.1 billion of 0.00% convertible senior notes due 2031. The offering size was increased from the previously announced $800 million to $1.1 billion. The notes will not bear regular interest and the principal amount will not accrete. The initial conversion rate will be 62.3733 shares of common stock per $1,000 principal amount of notes, representing an initial conversion price of approximately $16.03 per share of common stock, reflecting a premium of approximately 37.5% over the last reported sale price of $11.66 per share.
Cipher estimates that the net proceeds from the offering will be approximately $1.08 billion, or approximately $1.27 billion if the initial purchasers exercise their option to purchase additional notes in full. The company intends to use approximately $70.0 million of the net proceeds to fund the cost of entering into capped call transactions and the remainder for various purposes including data center construction, high-performance computing strategy, and general corporate purposes.
In connection with the offering, Cipher entered into privately negotiated capped call transactions to cover the number of shares of its common stock that initially underlie the notes. The cap price of the capped call transactions will initially be $23.32 per share, representing a premium of 100% over the last reported sale price of Cipher’s common stock.
The market has reacted to these announcements by moving the company's shares -17.54% to a price of $11.66. For more information, read the company's full 8-K submission here.
