Cipher Mining Inc. Announces Pricing of $150 Million Public Offering of Convertible Senior Notes Due 2030

Strategic Insights -

Cipher Mining Inc., a leading developer and operator of industrial-scale data centers for bitcoin mining and HPC hosting, has announced the pricing of its public offering of $150 million in aggregate principal amount of convertible senior notes due 2030. The offering, which is registered under the Securities Act of 1933, is expected to settle on May 22, 2025, subject to customary closing conditions.

The notes will have a semi-annual interest rate of 1.75% per annum and mature on May 15, 2030, unless earlier repurchased, redeemed, or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. The initial conversion rate is 224.9213 shares of common stock per $1,000 principal amount of notes, representing an initial conversion price of approximately $4.45 per share of common stock.

Cipher will use the net proceeds from the offering to complete Phase 1 of the Black Pearl data center project, including purchasing mining rigs, paying tariffs and shipping costs, and making infrastructure-related capital expenditures. The Company has also amended its Future Sales and Purchase Agreement with Bitmain Technologies, which provides for an updated delivery schedule for the mining rigs and a 10% reduction in cost for early payment.

Key Takeaways:

  • Cipher Mining Inc. has priced a public offering of $150 million in convertible senior notes due 2030, with an initial conversion price of approximately $4.45 per share of common stock.
  • The notes will have a semi-annual interest rate of 1.75% per annum and mature on May 15, 2030, unless earlier repurchased, redeemed, or converted.
  • Noteholders will have the right to convert their notes in certain circumstances and during specified periods.
  • The net proceeds from the offering will be used to complete Phase 1 of the Black Pearl data center project, including purchasing mining rigs, paying tariffs and shipping costs, and making infrastructure-related capital expenditures.
  • Cipher has amended its Future Sales and Purchase Agreement with Bitmain Technologies, providing for an updated delivery schedule and a 10% reduction in cost for early payment.
  • The offering is expected to settle on May 22, 2025, subject to customary closing conditions.
  • J. Wood Capital Advisors LLC acted as financial advisor to the Company.
  • Cipher aims to use the proceeds from the offering to become a market leader in innovation, including bitcoin mining growth, data center construction, and as a hosting partner to the world's largest HPC companies.

Statistics:

  • $150 million in aggregate principal amount of convertible senior notes due 2030 to be issued.
  • Initial conversion price of approximately $4.45 per share of common stock.
  • Semi-annual interest rate of 1.75% per annum.
  • Maturity date of May 15, 2030.
  • Net proceeds from the offering: $145,875,000 (or $167,756,250 if the underwriters fully exercise their option to purchase additional notes).
  • Completion of Phase 1 of the Black Pearl data center project to include:

+ Purchasing at a discount the remaining balance of mining rigs required for Phase 1.

+ Paying expected tariffs and shipping costs for the mining rigs to be used for Phase 1.

+ Paying other infrastructure-related capital expenditures in connection with Phase 1.

Sources:

  • GlobeNewswire, "Cipher Mining Inc. Announces Pricing of Public Offering of $150 Million Aggregate Principal Amount of Convertible Senior Notes Due 2030"
  • Cipher Mining Inc. Press Release, "Cipher Mining Inc. Announces Pricing of Public Offering of $150 Million Aggregate Principal Amount of Convertible Senior Notes Due 2030"