Cipher Mining plans $333 million additional senior secured notes offering

Cipher Mining Inc. (NASDAQ: CIFR) announced that its subsidiary Cipher Compute LLC intends to offer $333 million in additional 7.125% senior secured notes due 2030, according to a company statement.

The additional notes will be identical to existing 7.125% senior secured notes issued on November 13, 2025, except for issue date and price. Upon completion, the issuer will have $1.733 billion in aggregate principal amount of these notes outstanding.

The company plans to use net proceeds to finance construction costs for additional facilities at the Barber Lake Facility, a data center near Colorado City, Texas. The notes will be offered privately to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S of the Securities Act.

The additional notes will be guaranteed by Cipher Barber Lake LLC and secured by first-priority liens on substantially all assets of the issuer and guarantor, equity interests held by Cipher Songbird LLC, and other specified collateral including potential Google LLC warrant pledges.

Cipher will enter into an amended completion guarantee to fund the issuer as necessary for timely completion of the Barber Lake Facility if note proceeds and other available funds prove insufficient.

The offering remains subject to market and other conditions, with no assurance regarding completion timing or terms. The notes have not been registered under the Securities Act and may only be offered under applicable exemptions.

Cipher operates industrial-scale data centers for bitcoin mining and high-performance computing hosting.

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