CIFR Prices $1.1B Upsized Convertible Note Offering

Cipher Mining (CIFR) priced a $1.08B private offering of a 0.00% convertible senior notes due 2031, upsized from $800M initially.

The notes, senior unsecured obligations, are convertible at an initial price of $16.03 per share, a 37.5% premium to Thursday’s $11.66 close. Investors may require repurchase in 2029 at par, while Cipher can redeem starting in 2028 if shares trade 30% above the conversion price.

Net proceeds of $1.08B will fund capped call transactions, the Barber Lake data center buildout, and expansion of its 2.4 GW high-performance computing pipeline.

The financing comes as Cipher yesterday secured a $3B AI hosting deal with Google and Fluidstack.

CIFR shares fell as much as 17% on Thursday and are. down a further 1% in premarket trading at $11.55.

The decline in the stock price Thursday was likely driven by delta hedging activity from banks involved in the convertible note deal, which often pressures shares in the short term as counterparties manage their exposure. Similar price action has occurred following past convertible note offerings at Strategy and Semler Scientific.