Cipher Mining prices $1.4 billion senior secured notes offering

Cipher Mining Inc. (NASDAQ: CIFR) announced that its subsidiary Cipher Compute LLC priced a $1.4 billion offering of 7.125% senior secured notes due 2030 at par. The offering is expected to close on November 13, 2025, subject to market and other conditions.

The company plans to use the net proceeds to finance construction of the Barber Lake Facility, a high-performance computing data center near Colorado City, Texas. The notes will be sold in a private offering to qualified institutional buyers under Rule 144A of the Securities Act of 1933.

The notes will be guaranteed by Cipher Barber Lake LLC, a wholly-owned subsidiary of the issuer. They will be secured by first-priority liens on substantially all assets of the issuer and guarantor, equity interests held by parent company Cipher Songbird LLC, a designated Fluidstack lockbox account if established, and Google LLC warrants to purchase Cipher common stock prior to facility completion.

Cipher will provide a completion guarantee for the Barber Lake Facility, committing to fund the issuer as necessary to ensure timely completion if note proceeds and other available funds prove insufficient.

The notes have not been registered under the Securities Act and will be offered only to qualified institutional buyers. The offering remains subject to market and other conditions with no assurance regarding completion terms or timing.

Cipher operates industrial-scale data centers for bitcoin mining and high-performance computing hosting. The company focuses on bitcoin mining growth, data center construction, and serving as a hosting partner to large HPC companies.

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