Cipher Mining proposes $2 billion senior secured notes offering

Cipher Mining Inc. (NASDAQ: CIFR) announced that its subsidiary Black Pearl Compute LLC intends to offer $2 billion in senior secured notes due 2031, subject to market conditions.

The company plans to use proceeds from the private offering to finance the remaining construction costs of the Black Pearl Facility, a high-performance computing data center in Wink, Texas. Cipher will also use approximately $232.5 million to reimburse prior equity contributions made to fund capital expenditures for the facility.

The notes will be guaranteed by Cipher Black Pearl LLC and 11786 Wink LLC, both wholly-owned subsidiaries. The debt will be secured by first-priority liens on substantially all assets of the issuer and guarantors, plus equity interests held by Black Pearl Holdings LLC.

Cipher will provide a completion guarantee for the Black Pearl Facility, committing to fund the issuer as necessary to ensure timely project completion if note proceeds prove insufficient.

The offering targets qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S. The notes have not been registered under the Securities Act of 1933.

Cipher operates industrial-scale data centers for bitcoin mining and high-performance computing hosting. The company has not provided assurance regarding whether, when, or on what terms the offering may be completed.

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