Cipher Mining Prices Convertible Senior Notes Offering and Hedging Transaction to Place Borrowed Common Stock

Core Viewpoint - Cipher Mining Inc. has announced a public offering of $150 million in convertible senior notes due 2030, with a potential additional$22.5 million for over-allotments, aimed at financing its data center project and other corporate purposes [1][5]. Group 1: Offering Details - The notes will have a 1.75% annual interest rate, payable semi-annually, and will mature on May 15, 2030 [2]. - The initial conversion rate is set at 224.9213 shares of common stock per $1,000 principal amount of notes, equating to an initial conversion price of approximately$4.45 per share, representing a 30% premium over the concurrent public offering price of $3.42 per share [2]. - The notes can be redeemed by the company starting May 22, 2028, if the stock price exceeds 130$145.875 million, which will be used to complete Phase 1 of the Black Pearl data center project, including purchasing mining rigs, paying tariffs, and other infrastructure-related expenditures [5]. - An amendment to the Future Sales and Purchase Agreement with Bitmain Technologies has been made to accelerate rig delivery and reduce costs by 10% [5]. Group 3: Concurrent Offering - Concurrently, Morgan Stanley will offer 17,540,000 shares of Cipher's common stock at $3.42 per share to facilitate hedging transactions related to the notes offering [6][7]. - The completion of the notes offering is contingent on the successful completion of the concurrent delta offering [7]. Group 4: Company Overview - Cipher focuses on developing and operating industrial-scale data centers for bitcoin mining and high-performance computing (HPC) hosting, aiming to be a market leader in innovation within the sector [10].