Cipher Mining completes $1.4 billion senior secured notes offering for Texas facility

Cipher Mining Inc. (NASDAQ:CIFR) announced Thursday that its wholly owned indirect subsidiary, Cipher Compute LLC, has completed a private offering of $1.4 billion in 7.125% senior secured notes due 2030. The transaction was disclosed in a press release statement based on a filing with the Securities and Exchange Commission.

The notes were issued at par and sold to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons under Regulation S. Morgan Stanley & Co. acted as representative of the initial purchasers. The proceeds are intended to finance part of the construction costs for the Barber Lake Facility, a high-performance computing data center near Colorado City, Texas.

The notes bear interest at 7.125% per year, payable semiannually on May 15 and November 15, starting May 15, 2026. They mature on November 15, 2030, unless earlier redeemed or repurchased. Amortization of the principal will occur on a semi-annual basis according to schedules in the indenture, but no payments are required before the completion of the Barber Lake Facility.

Cipher Compute may redeem the notes, in whole or in part, at specified redemption prices on or after November 15, 2027. Prior to that date, the notes may be redeemed at 100% of the principal amount plus a make-whole premium and accrued interest. Up to 40% of the notes may also be redeemed before November 15, 2027, with proceeds from certain equity offerings.

The indenture includes covenants that restrict the issuer and guarantor from incurring additional indebtedness, making certain investments, creating liens, and other specified actions. In the event of a change of control, Cipher Compute will be required to offer to repurchase the notes at 101% of the principal amount plus accrued interest. There are also provisions for repurchasing notes with a portion of excess cash flows.

Cipher Mining will provide a completion guarantee for the Barber Lake Facility, agreeing to fund the issuer as needed to ensure timely completion if proceeds from the notes and other funds are insufficient.

This information is based on a press release statement and the company’s filing with the SEC.

In other recent news, Cipher Mining Inc. has announced a significant financial move with its subsidiary, Cipher Compute LLC, pricing a $1.4 billion offering of senior secured notes. These 7.125% notes are due in 2030 and are expected to close on November 13, 2025, pending market conditions. The offering is part of a private sale to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The proceeds from this offering are earmarked for the construction of the Barber Lake Facility, a high-performance computing data center near Colorado City, Texas. This announcement led to a notable 9.1% drop in Cipher Mining’s stock, following a previous 10% decline. The company has been part of a broader downturn affecting cryptocurrency-related stocks, as Bitcoin prices fell below the $100,000 mark. Other major crypto companies also experienced significant stock declines. These developments underscore the financial strategies and market challenges Cipher Mining faces in the current economic climate.

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