← Cipher Digital · FinancingEdit
6.125% Senior Secured Notes due 2031 — Black Pearl (Black Pearl Compute LLC)
Feb 11, 2026 · ClosedTerms of issuance
Instrument
Secured notes
Principal
$2.00B
Net proceeds
Coupon
6.125%
Issue date
Feb 11, 2026
Maturity
2031
Seniority
Conversion ratio
n/a
Settlement
n/a
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
Context
Shares outstanding (as of issue date)
395,092,054
Stock price / market cap (as of issue date)
n/ano price on or before the issue date
Use of proceeds
Remaining Black Pearl construction, reimburse Cipher ~$232.5M prior equity contributions, debt service reserves
Other financing outstanding (excl. this instrument)
SoftBank PIPE common stock investment (Star Beacon LLC) ($50.0M), 1.75% Convertible Senior Notes due 2030 ($172.5M), 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), 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
$5.28B
Existing cash
n/anot tracked in the system yet
Anti-dilution adjustment terms
n/a
Related acquisition
none
Related deal
Related site
Sources
PricedCipher proposes/prices $2.0 billion senior secured notes for Black Pearl project financing
Feb 4, 2026ClosedCipher closes $2.0 billion of 6.125% senior secured notes for Black Pearl
Feb 11, 2026