Cipher Digital announces $850 million convertible note offering and debt-for-share exchange

Cipher Digital announced a private placement of $850 million of 0% convertible senior notes due 1 November 2032, with an option for initial buyers to purchase up to an additional $150 million. The company also proposed exchanging some existing convertible notes due in 2030 for common shares. Proceeds are intended for the Barber Lake project, high-performance computing infrastructure, dilution-management transactions and general corporate purposes, while the shares fell after the announcement.

The financing adds parent-level debt and creates potential future share issuance, while the proposed 2030 note exchange could increase the number of shares outstanding immediately. Final dilution depends on the exchange size, conversion terms and whether the new notes are settled in cash, shares or a combination.

  • 1The proposed offering consists of $850 million of 0% convertible senior notes maturing on 1 November 2032.
  • 2Initial purchasers may acquire up to an additional $150 million of the new notes.
  • 3Cipher Digital is negotiating an exchange of some outstanding convertible notes due in 2030 for common shares.
  • 4The company plans to direct proceeds toward Barber Lake, high-performance computing infrastructure and general corporate purposes.
  • Material 8 says proceeds would fund share buybacks and that no funds are allocated for mining, but the other materials do not confirm those details.
  • The final size of the 2030 note exchange and the conversion and settlement terms of the new notes were not disclosed in the supplied materials.

Sources