Cipher Digital Inc. (CIFR): debt financing — Cipher subsidiary closes $2.0B 6.125% senior secured notes offering due 2031

Cipher Digital Inc.

$2.0B aggregate principal of 6.125% Senior Secured Notes due 2031 issued at 100% par by Black Pearl Compute, wholly-owned Cipher subsidiary.
Notes mature Feb 15, 2031; interest payable semiannually starting Aug 15, 2026; amortization begins after Black Pearl Facility completion.
Proceeds to finance remaining construction of Wink, TX HPC data center, reimburse Cipher $232.5M for prior equity, fund reserves, and fees.
Cipher provides a completion guarantee to fund any shortfall if note proceeds and available funds insufficient to complete the facility.
Notes are senior secured obligations; indenture includes customary covenants limiting additional debt, dividends, investments, and liens.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Cipher Digital Inc. incurred senior notes of $2.0 billion with Morgan Stanley & Co. as representative of the initial purchasers at 6.125% per year maturing February 15, 2031.

Instrument: senior notes
Principal: $2.0 billion
Counterparty: Morgan Stanley & Co. as representative of the initial purchasers
Rate: 6.125% per year
Maturity: February 15, 2031
Event: incurrence

Exact text from the filing

Act”) and outside the United States to non-US persons in reliance on Regulation S under the Securities Act. The aggregate principal amount of notes sold in the offering was $2.0 billion. The notes were issued at a price equal to 100% of their principal amount. Black Pearl Compute intends to use the net proceeds from the offering (1) to finance the remaining cost

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

Cipher Digital Inc. entered into 6.125% Senior Secured Notes due 2031 with Morgan Stanley & Co. valued at 2.0 billion (effective 2026-02-11).

Action: entry
Agreement: notes offering
Counterparty: Morgan Stanley & Co.
Value: 2.0 billion
Effective: 2026-02-11

Exact text from the filing

On February 11, 2026, Black Pearl Compute LLC (“Black Pearl Compute” or the “Issuer”), a wholly-owned indirect subsidiary of Cipher Mining Inc. (“Cipher” or the “Company”), completed its previously announced private offering of 6.125% Senior Secured Notes due 2031 (the “notes”).

View on SEC.gov

7 debt financings filed in the last 30 days. Browse all debt financings →

Cipher Digital Inc. filing history →

Source: SEC EDGAR

accession 0000950103-26-001966

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.