Cipher Mining Announces Proposed Private Offering of $800 Million of 0.00% Convertible Senior Notes

Core Viewpoint - Cipher Mining Inc. plans to offer $800 million in convertible senior notes due 2031, with an option for an additional $120 million, to fund data center construction and other corporate purposes [1][5]. Offering Details - The notes will be 0.00% convertible senior notes, maturing on October 1, 2031, and will not bear regular interest [1][2]. - The notes will be convertible under specific conditions before July 1, 2031, and at any time thereafter until maturity [2]. - Cipher will have the option to redeem the notes starting October 5, 2028, if certain stock price conditions are met [3]. Repurchase Conditions - In the event of a "fundamental change," noteholders may require Cipher to repurchase their notes for cash at the principal amount plus any accrued interest [4]. Use of Proceeds - A portion of the net proceeds will fund capped call transactions, data center construction at Barber Lake, and the acceleration of the high-performance computing strategy [5]. Capped Call Transactions - Cipher expects to enter into capped call transactions to reduce potential dilution from the notes and offset cash payments upon conversion [6][7]. - The capped call transactions will cover shares of Cipher's common stock and are subject to anti-dilution adjustments [7]. Market Impact - The establishment of hedges related to the capped call transactions may influence the market price of Cipher's common stock and the notes [8][9]. Company Overview - Cipher focuses on developing and operating industrial-scale data centers for bitcoin mining and high-performance computing hosting, aiming to lead in innovation within the industry [12].