← Cipher Digital · FinancingEdit
1.75% Convertible Senior Notes due 2030
May 22, 2025 · ClosedTerms of issuance
Instrument
Convertible notes
Principal
$172.5M
Net proceeds
Coupon
1.75%
Issue date
May 22, 2025
Maturity
2030
Seniority
Conversion ratio
224.7191 shares / $1,000 principal
Settlement
Conversion terms
Reference stock price
Conversion premium
n/acalculated from conversion price & reference stock price
Conversion price
$4.45
Underlying shares
38,764,045calculated: principal ÷ conversion price, unless directly stated
Dilution %
10.4%calculated: underlying shares ÷ basic shares outstanding as of issue date
Conversion window opens
Early conversion trigger
Early conversion threshold
n/acalculated: conversion price × trigger %
Economic analysis
Effective annual cost
n/acalculated: coupon + capped-call cost amortized over the note's life — needs coupon, maturity, and (if hedged) capped-call cost
Interest savings vs. plain debt
n/anot shown — would require an assumed comparable straight-debt rate, which we do not fabricate
Implied option value / volatility
n/anot shown — would require an assumed volatility input, which we do not fabricate
Breakeven
n/anot shown — would require assumed reinvestment/discount-rate assumptions, which we do not fabricate
Maturity scenarios
Below $4.45Notes redeemed for cash at maturity (or company's election); no dilution.
Above $4.45In the money — full dilution from conversion, no hedge in place.
Context
Shares outstanding (as of issue date)
371,213,387
Stock price / market cap (as of issue date)
n/ano price on or before the issue date
Use of proceeds
Complete Black Pearl Phase I (rigs, tariffs, infrastructure capex), general corporate purposes
Other financing outstanding (excl. this instrument)
SoftBank PIPE common stock investment (Star Beacon LLC) ($50.0M), 0.00% Convertible Senior Notes due 2031 ($1.30B), 7.125% Senior Secured Notes due 2030 — Barber Lake (Cipher Compute LLC) ($1.40B), 7.125% Senior Secured Notes due 2030 add-on — Barber Lake (Cipher Compute LLC) ($333.0M), 6.125% Senior Secured Notes due 2031 — Black Pearl (Black Pearl Compute LLC) ($2.00B), Revolving Credit Facility (incl. $50M LC sublimit) ($200.0M), 6.000% Senior Secured Notes due 2031 — Stingray (Stingray Compute LLC) ($810.0M), 0.00% Convertible Senior Notes due 2032 ($850.0M), Concurrent exchange of 1.75% Convertible Senior Notes due 2030 for common stock ($165.9M), Capped call transactions ($89.7M)
— of which existing debt
$7.11B
Existing cash
n/anot tracked in the system yet
Anti-dilution adjustment terms
Related acquisition
none
Related deal
none
Related site
Sources
ProposedCipher Mining proposes $150 million convertible senior notes offering
May 20, 2025ClosedCipher Mining closes $172.5 million of 1.75% convertible senior notes due 2030
May 22, 2025