Cipher Mining announces proposed offering of $2B of senior secured notes

Cipher Mining’s (CIFR) Black Pearl Compute, intends to offer, subject to market conditions and other factors, $2B aggregate principal amount of senior secured notes due 2031, in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act. The Issuer intends to use the net proceeds from the offering to finance the remaining cost of the Black Pearl Facility, a high-performance computing data center in Wink, Texas, to reimburse Cipher approximately $232.5M for its prior equity contributions to Cipher Black Pearl, a wholly-owned direct subsidiary of the Issuer, used to fund capital expenditures relating to the Black Pearl Facility, and to fund debt service reserves, and to pay fees and expenses in connection with the foregoing. The Notes will be fully and unconditionally guaranteed by each of Cipher Black Pearl and 11786 Wink, a wholly-owned direct subsidiary of the Issuer. The Notes and related note guarantees will be secured by first-priority liens on substantially all assets of the Issuer and the Guarantors, other than certain excluded property and all equity interests of the Issuer held by Black Pearl Holdings, a Delaware limited liability company and the direct parent company of the Issuer. Cipher will provide a customary completion guarantee with respect to the Black Pearl Facility, under which it will fund the Issuer as necessary to ensure the timely completion of the Black Pearl Facility in the event that the proceeds of the Notes are insufficient to do so.