Overview

• The 0.00% senior unsecured notes due 2031 were increased from $800 million and set with an initial conversion price of $16.03, about a 37.5% premium to the prior close.
• Holders can require repurchase at par in 2029, and Cipher may redeem starting in 2028 if the stock trades at least 30% above the conversion price.
• Proceeds are earmarked for capped call transactions to curb potential dilution, the Barber Lake data center buildout, and expansion of a 2.4 GW high-performance computing pipeline.
• The raise comes a day after a reported $3 billion AI hosting agreement with Google and Fluidstack that the company cites as commercial justification.
• Shares fell as much as roughly 17% around the announcement and eased further in premarket trading, a move observers linked to delta-hedging by banks involved in the deal.