- Cipher Mining (CIFR, Financial) is set to raise $150 million through a convertible senior notes offering due 2030, with a $22.5 million underwriter option.
- Proceeds will finalize Phase 1 of the Black Pearl data center, with cost-effective equipment purchases and infrastructure investment.
- Morgan Stanley to execute a concurrent delta offering of borrowed common stock for hedging transactions linked to the notes.
Cipher Mining Inc. (CIFR) has announced a public offering of $150 million in convertible senior notes maturing in 2030. An additional $22.5 million option is available to underwriters to cover over-allotments. These senior, unsecured notes will accrue interest payable semiannually. Morgan Stanley is managing the offering as the sole bookrunner.
The notes offer noteholders the ability to convert them into cash, common stock, or a combination of both, at Cipher's discretion. Redemption is available starting May 22, 2028, subject to conditions, at a price exceeding 130% of the conversion price.
Proceeds from the offering will be allocated to complete Phase 1 of the Black Pearl data center project. This includes purchasing mining rigs at a discount, paying tariffs and shipping costs, and other infrastructure expenses. Cipher has amended its agreement with Bitmain Technologies to achieve a 10% cost reduction on mining rigs through early payment, with an accelerated delivery timeline set for June 23, 2025.
Simultaneously, Morgan Stanley will conduct a separate offering of borrowed common stock—termed as a concurrent delta offering. This offering is designed to facilitate hedging transactions by purchasers of the notes. The number of shares offered will correspond to the initial short positions assumed by hedging investors.
