Tue, Oct 13, 2026
Cipher proposes $850M convertible notes due 2032, exchanges 2030 notes
Analysis
Mixed-to-neutral news: Cipher is raising $850M (plus a $150M greenshoe) of zero-coupon convertible debt and concurrently exchanging a portion of its 2030 convertible notes for stock, restructuring its capital stack while avoiding near-term cash interest cost; proceeds fund continued Barber Lake and HPC pipeline growth, and capped calls limit incremental equity dilution risk.
Key points
- Cipher Digital announced a proposed private offering of $850.0 million in 0.00% convertible senior notes due 2032, with a 13-day option for initial purchasers to buy up to an additional $150.0 million.
- Notes would be senior unsecured obligations maturing November 1, 2032, settleable in cash, shares, or a combination at Cipher's election.
- Concurrently, Cipher plans privately negotiated exchanges of a portion of its 1.75% convertible senior notes due 2030 for shares of common stock.
- Cipher expects to enter into capped call transactions to reduce potential dilution and/or offset cash payments upon conversion.
- Net proceeds would fund the capped call cost, additional equity investment in the Barber Lake project, HPC pipeline build-out, development site pipeline expansion, and general corporate purposes.
- Pricing is expected Tuesday, October 13, 2026, after market close; Morgan Stanley and Goldman Sachs are acting as bookrunners.