Cipher Digital Inc. priced $850.0 million aggregate principal amount of 0.00% convertible senior notes due 2032 in a private Rule 144A offering to qualified institutional buyers, the Nasdaq-listed data-center operator said in a press release filed with its Form 8-K on 14 Oct. Settlement is scheduled for 16 Oct 2026, subject to customary closing conditions. CryptoWatchDesk last covered listed crypto-adjacent balance-sheet financing in Metaplanet’s zero-coupon converts.
The structure is a classic growth convert with dilution protection, not a bitcoin-treasury raise. Cipher develops industrial-scale data centers for high-performance computing. It is using most of the cash for Barber Lake equity, its near-term HPC pipeline and more development sites, after paying for capped calls — a different use of proceeds from the DAT preferred and convert patterns that dominate the Institutions rail this week, including BNY and Citadel’s tokenized Treasury repo and Tuesday’s ETF Desk.
The notes pay no regular interest and mature on 1 Nov 2032 unless earlier repurchased, redeemed or converted. The initial conversion rate is 65.3211 shares per $1,000 principal, or about $15.31 a share, a 35.0% premium to the $11.34 last sale on 13 Oct. Cipher granted initial purchasers a 13-day option for up to another $150.0 million. It estimates net proceeds of about $835.1 million, or about $982.5 million if the option is exercised in full, before its own expenses, and will use about $89.7 million of that to fund capped call transactions with an initial cap price of $28.35 a share (a 150% premium to the same $11.34 close).
Concurrently, Cipher expects to exchange about $165.9 million principal of its 1.75% convertible notes due 2030 for roughly 40.7 million common shares, inclusive of accrued interest. The press release warns that exchanging holders may buy or sell Cipher stock or unwind hedges around the deal, which can move the share price. The company said the offer is not registered under the Securities Act and is not an offer to sell in any jurisdiction where that would be unlawful.
This article is for information only and is not investment advice.