Cipher Mining Plans $800 Million Convertible Note Offering
Cipher Mining, listed on Nasdaq as CIFR, announced a private offering of $800 million in zero-coupon convertible senior notes due in 2031. The company also granted an option to sell an additional $120 million in notes, potentially raising $920 million.
The unsecured notes bear no interest and can convert into cash, Cipher common stock, or a combination of both. Conversion depends on future conditions and shareholder approval. The notes mature on October 1, 2031, unless redeemed or converted earlier. The deal includes capped call transactions to limit shareholder dilution and provide flexible settlement options.
Use of Proceeds and AI Hosting Agreement
Funds raised will support data center construction at Barber Lake and accelerate high-performance computing (HPC) expansion across a 2.4 GW pipeline. Cipher will also develop future mining sites and finance capped call transactions to hedge dilution risks.
This capital raise aligns with Cipher’s $3 billion AI hosting agreement with Fluidstack, a Google-backed company. Google has committed to backstop $1.4 billion of lease obligations and will receive warrants representing about 5.4% equity in Cipher.
Cipher’s Debt Strategy and Market Reaction
Cipher operates large-scale Bitcoin mining and HPC hosting facilities. Its strategy focuses on energy-efficient data centers and partnerships with major computing providers. The company blends traditional infrastructure with digital assets, using structured debt to fund growth.
The $800 million convertible note offering follows a trend among miners tapping capital markets through structured debt. The zero-coupon notes offer no yield but provide investors leveraged exposure to Cipher’s equity if crypto markets perform well.
The notes are offered under Rule 144A to qualified buyers, with no public registration. J. Wood Capital Advisors LLC is Cipher’s financial advisor.
Despite the offering, Cipher’s stock (CIFR) fell 10% on September 25, 2025, according to TradingView. While capped calls limit dilution, they may not fully protect shareholders if Bitcoin prices or AI revenue decline.
