Cipher Digital plans $850M convertible note offering due 2032

Cipher Digital Inc. (NASDAQ: CIFR) announced a proposed private offering of $850.0 million in aggregate principal amount of 0.00% convertible senior notes due 2032, according to a company statement. The notes are being offered to qualified institutional buyers under Rule 144A of the Securities Act of 1933.

The company also expects to grant initial purchasers a 13-day option to purchase up to an additional $150.0 million in aggregate principal amount of notes. The notes will mature on November 1, 2032, and will carry no regular interest. Final terms, including the initial conversion rate, will be set at the time of pricing.

Concurrently, Cipher Digital plans to enter into privately negotiated exchange agreements with a limited number of holders of its outstanding 1.75% Convertible Senior Notes due 2030, exchanging a portion of those notes for shares of common stock.

The company said it intends to use net proceeds to fund capped call transactions, make additional equity investment in its Barber Lake project, support its high-performance computing strategy, expand its pipeline of development sites, and for general corporate purposes.

In connection with the offering, Cipher Digital expects to enter into capped call transactions with one or more initial purchasers or their affiliates, intended to reduce potential dilution to common stockholders upon conversion of the notes.

The notes will be redeemable at Cipher Digital's option on or after November 5, 2029, provided the last reported sale price of its common stock exceeds 130% of the conversion price for a specified period. Noteholders may also require the company to repurchase notes for cash on November 1, 2030, or upon certain fundamental change events.

The notes and any shares issuable upon conversion have not been registered under the Securities Act and may not be offered or sold absent an applicable exemption from registration requirements. J. Wood Capital Advisors LLC is acting as financial advisor to the company.

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