Cipher Mining announces $800M convertible notes offering

Cipher Mining Inc. (NASDAQ: CIFR) announced a proposed private offering of $800 million in 0.00% convertible senior notes due 2031. The data center operator also plans to grant initial purchasers a 13-day option to purchase up to an additional $120 million in notes.

The notes will be offered to qualified institutional buyers under Rule 144A of the Securities Act. When issued, the notes will be senior, unsecured obligations that do not bear regular interest and will mature on October 1, 2031, unless earlier repurchased, redeemed or converted.

The notes will be convertible under certain conditions prior to July 1, 2031, and thereafter convertible at any time until close of business on the second scheduled trading day before maturity. Cipher may settle conversions using cash, common stock shares, or a combination of both.

Cipher may redeem the notes for cash starting October 5, 2028, if its common stock price exceeds 130% of the conversion price for a specified period. Noteholders may require repurchase for cash upon certain fundamental changes or on October 1, 2029.

The company plans to use net proceeds to fund capped call transactions, finance data center construction at Barber Lake, accelerate its high-performance computing strategy across its 2.4 GW pipeline, expand its development pipeline, and for general corporate purposes.

In connection with the offering, Cipher expects to enter capped call transactions with initial purchasers or affiliates and other financial institutions. These transactions are designed to reduce potential dilution from note conversions and offset potential cash payments above the principal amount.

J. Wood Capital Advisors served as financial advisor. The offering has not been registered under the Securities Act and will be conducted through an exemption from registration requirements.

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