Cipher Mining Inc. Announces Pricing of $2.0 Billion of Senior Secured Notes

Core Viewpoint - Cipher Mining Inc. has announced a $2.0 billion offering of 6.125% senior secured notes due 2031, aimed at financing the Black Pearl Facility and other related expenses [1][2]. Group 1: Offering Details - The offering is priced at par and will be sold to qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States under Regulation S [1][5]. - The expected closing date for the offering is February 11, 2026, subject to market conditions [1][4]. Group 2: Use of Proceeds - The net proceeds from the offering will be used for several purposes: 1. To finance the remaining costs of the Black Pearl Facility in Wink, Texas 2. To reimburse Cipher approximately $232.5 million for prior equity contributions to Cipher Black Pearl LLC 3. To fund debt service reserves 4. To pay fees and expenses related to these activities [2]. Group 3: Security and Guarantees - The notes will be fully and unconditionally guaranteed by Cipher Black Pearl and 11786 Wink LLC, with first-priority liens on substantially all assets of the Issuer and the Guarantors [3]. - Cipher will provide a completion guarantee for the Black Pearl Facility, ensuring funding if the proceeds from the notes are insufficient [4]. 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 lead in innovation within these sectors [7].