Cipher Mining Inc (NASDAQ:CIFR) saw its stock fall 1.3% in premarket trading Thursday following the company’s disclosure of an $800 million convertible senior note offering due 2031, targeted at qualified institutional buyers in a private placement.
The zero-coupon notes are set to mature on October 1, 2031, unless they are repurchased, redeemed, or converted earlier. Cipher Mining is also giving initial investors a 13-day option to purchase an additional $120 million in notes.
The company plans to allocate proceeds to fund capped call transactions to mitigate potential dilution to common stock if the notes are converted. Remaining funds will support data center construction at Barber Lake, advance its 2.4 GW high-performance computing pipeline, expand development sites, and cover general corporate expenses.
The convertible notes can be converted into cash, Cipher common stock, or a combination, at the company’s discretion. Conversions before July 1, 2031, will be subject to certain conditions; afterward, they may be converted anytime until two trading days before maturity.
Cipher Mining, a developer and operator of industrial-scale data centers, may also redeem the notes for cash starting October 5, 2028, provided the stock price exceeds 130% of the conversion price for a defined period.
J. Wood Capital Advisors LLC acted as financial advisor for the transaction.
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