$CIFR · Cipher Digital Inc.
Cipher Digital filed an 8-K announcing the pricing of a private offering of $850M aggregate principal amount of 0.00% convertible senior notes due 2032, with a 13-day greenshoe option for an additional $150M. The initial conversion price is ~$15.31 per share, a 35% premium over the October 13, 2026 closing price of $11.34. Concurrently, Cipher expects to exchange ~$165.9M of its 1.75% 2030 notes for ~40.7M shares of common stock. Net proceeds of ~$835.1M will fund the Barber Lake project, HPC strategy buildout, pipeline expansion, and ~$89.7M in capped call costs.
- $850M aggregate principal of 0.00% convertible senior notes due 2032, with a $150M greenshoe option
- Initial conversion price of ~$15.31/share, a 35% premium over the $11.34 last sale price on October 13, 2026
- Concurrent exchange of ~$165.9M of 1.75% 2030 notes for ~40.7M shares of common stock
- Net proceeds of ~$835.1M (~$982.5M if greenshoe exercised) after discounts, before expenses
- ~$89.7M of proceeds allocated to capped call transactions; remainder for Barber Lake, HPC buildout, and general corporate purposes
Extended-hours trading shows CIFR at $11.20, down 1.23% from the $11.34 regular close. The 40.7M-share exchange of 2030 notes represents immediate dilution, while the capped call structure on the new notes partially mitigates future conversion dilution up to $28.35/share.
A $4.64B data-center company raising up to $1B in zero-coupon converts while retiring near-dated 2030 notes via share exchange signals aggressive HPC infrastructure expansion but brings immediate and潛
Cipher joins other HPC/data-center operators using zero-coupon converts to fund infrastructure buildout. The 0.00% coupon and 35% conversion premium reflect strong demand for AI/HPC-linked data center exposure in the convertible debt market.
The 40.7M-share exchange of 2030 notes creates immediate dilution. Noteholders exchanging 2030 notes may sell shares or unwind hedges, potentially pressuring the stock. The capped call counterparties' hedging activities could also increase or decrease share price volatility.
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