Upsized $1.1B Convertible Note Offering Announced by Cipher Mining

Cipher Mining (CIFR) has priced a $1.08 billion private offering of 0.00% convertible senior notes due 2031, up from an initial $800 million target.

The senior unsecured notes are convertible at $16.03 per share, a 37.5% premium to Thursday’s closing price of $11.66. Investors may require repurchase at par in 2029, while Cipher may redeem the notes starting in 2028 if shares trade 30% above the conversion price.

Proceeds will support capped call transactions to limit dilution, the buildout of the Barber Lake data center, and the expansion of Cipher’s 2.4 GW high-performance computing pipeline.

The financing follows Cipher’s $3 billion AI hosting deal with Google and Fluidstack, highlighting the company’s strategic expansion into AI infrastructure.

CIFR shares dropped as much as 17% on Thursday and were down another 1% in premarket trading at $11.55. Analysts attribute the decline to delta hedging by banks involved in the convertible note offering, a common short-term pressure also observed in prior offerings by Strategy and Semler Scientific.