Core Viewpoint - Cipher Mining Inc. intends to offer $150 million in convertible senior notes due 2030, with an option for underwriters to purchase an additional $22.5 million to cover over-allotments [1][2]. Group 1: Offering Details - The notes will be senior, unsecured obligations, accruing interest payable semiannually and maturing on May 15, 2030 [2]. - Noteholders can convert their notes under certain conditions, with settlement options including cash, common stock, or a combination of both [2][5]. - The notes are redeemable at Cipher's option starting May 22, 2028, if the stock price exceeds 130% of the conversion price for a specified period [3]. Group 2: Repurchase Rights - In the event of a "fundamental change," noteholders may require Cipher to repurchase their notes for cash at the principal amount plus accrued interest [4]. - Noteholders can also require repurchase on May 15, 2028, under similar terms [4]. Group 3: Use of Proceeds - The net proceeds from the offering will be used to complete Phase 1 of the Black Pearl data center project, including purchasing mining rigs, paying tariffs, and other capital expenditures [6]. - An amendment to the Future Sales and Purchase Agreement with Bitmain Technologies allows for an updated delivery schedule and a 10% cost reduction for early payment [6]. Group 4: Concurrent Offering - Morgan Stanley will conduct a concurrent delta offering of Cipher's common stock to facilitate hedging transactions for purchasers of the notes [7]. - The completion of both the notes offering and the concurrent delta offering is interdependent [7]. Group 5: Regulatory Compliance - The offerings are made under an effective shelf registration statement with the SEC, and detailed information will be provided in prospectus supplements [8]. Group 6: 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 [10].