{"schema_version":"secwatch.filing_event.v1","accession":"0000950103-26-001966","form_type":"8-K","ticker":"CIFR","cik":"0001819989","company_name":"Cipher Digital Inc.","filed_at":"2026-02-11T23:59:59+00:00","discovered_at":"2026-05-14T18:02:36.335308+00:00","generated_at":"2026-05-16T03:21:42.585461+00:00","sec_items":["1.01","2.03","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Cipher subsidiary closes $2.0B 6.125% senior secured notes offering due 2031","bullets":["$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."],"urls":{"canonical":"https://secwatch.observer/filing/0000950103-26-001966","json":"https://secwatch.observer/filing/0000950103-26-001966.json","markdown":"https://secwatch.observer/filing/0000950103-26-001966.md","text":"https://secwatch.observer/filing/0000950103-26-001966.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1819989/000095010326001966/0000950103-26-001966-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1819989/000095010326001966/dp241421_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T03:21:42.585461+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"68a9bd976301ef49563318f14154b9cc0ddf684c","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1819989/000095010326001966/0000950103-26-001966-index.htm","confidence":0.9},{"claim_id":"cc91d3f6b9edd43e9c6be2f5813eebb9ee1518a7","claim":"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).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1819989/000095010326001966/0000950103-26-001966-index.htm","confidence":0.99}],"comparable_filings":[{"accession":"0001193125-26-253821","ticker":"WS","company_name":"Worthington Steel, Inc.","filed_at":"2026-06-02T21:06:49+00:00","headline":"Worthington Steel prices $700M 7.75% notes due 2033 and $700M term loan for Klöckner acquisition","event_type":"debt","sec_items":["1.01","2.03","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: debt","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-253821","json":"https://secwatch.observer/filing/0001193125-26-253821.json","markdown":"https://secwatch.observer/filing/0001193125-26-253821.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1968487/000119312526253821/0001193125-26-253821-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1968487/000119312526253821/d435492d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Act”) and outside the United States to non-US persons in reliance on Regulation\nS 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%\nof their principal amount. Black Pearl Compute intends to use the net proceeds from the offering (1) to finance the remaining cost","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1819989/000095010326001966/0000950103-26-001966-index.htm","comparable_excerpt":"On June 1, 2026, the Company issued $700,000,000 aggregate principal amount of its 7.750% Senior Secured Notes due 2033","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1968487/000119312526253821/0001193125-26-253821-index.htm"}},{"accession":"0001437749-26-019166","ticker":"GVA","company_name":"GRANITE CONSTRUCTION INC","filed_at":"2026-06-02T20:17:31+00:00","headline":"Granite issues $600M 6.375% notes due 2034; redeems $273.7M convertibles, expects ~$500M derivative charge","event_type":"debt","sec_items":["1.01","2.03","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: debt","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-019166","json":"https://secwatch.observer/filing/0001437749-26-019166.json","markdown":"https://secwatch.observer/filing/0001437749-26-019166.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/861459/000143774926019166/0001437749-26-019166-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/861459/000143774926019166/gva20260601_8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Act”) and outside the United States to non-US persons in reliance on Regulation\nS 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%\nof their principal amount. Black Pearl Compute intends to use the net proceeds from the offering (1) to finance the remaining cost","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1819989/000095010326001966/0000950103-26-001966-index.htm","comparable_excerpt":"On June 2, 2026, Granite Construction Incorporated (the “Company”) closed its offering of $600.0 million aggregate principal amount of its 6.375% senior notes due 2034 (the “Notes”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/861459/000143774926019166/0001437749-26-019166-index.htm"}},{"accession":"0001104659-26-069463","ticker":"FLEX","company_name":"FLEX LTD.","filed_at":"2026-06-02T20:05:59+00:00","headline":"Flex Ltd. enters $1.45B senior term loan facility; proceeds to refinance acquisition debt","event_type":"debt","sec_items":["1.01","2.03","9.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: debt","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-069463","json":"https://secwatch.observer/filing/0001104659-26-069463.json","markdown":"https://secwatch.observer/filing/0001104659-26-069463.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/866374/000110465926069463/0001104659-26-069463-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/866374/000110465926069463/tm2615696d1_8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Act”) and outside the United States to non-US persons in reliance on Regulation\nS 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%\nof their principal amount. Black Pearl Compute intends to use the net proceeds from the offering (1) to finance the remaining cost","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1819989/000095010326001966/0000950103-26-001966-index.htm","comparable_excerpt":"On May 29, 2026 (the “Closing Date”), Flex Ltd. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”), by and among the Company, as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent, which provides a senior term loan credit facility (the “Credit Facility”) in an aggregate amount of $1.45 billion.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/866374/000110465926069463/0001104659-26-069463-index.htm"}},{"accession":"0001193125-26-252668","ticker":"BTU","company_name":"PEABODY ENERGY CORP","filed_at":"2026-06-02T14:17:48+00:00","headline":"Peabody prices $250M convertible notes due 2031, repurchases $241.2M of 2028 notes","event_type":"debt","sec_items":["1.01","2.03","3.02","9.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: debt","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-252668","json":"https://secwatch.observer/filing/0001193125-26-252668.json","markdown":"https://secwatch.observer/filing/0001193125-26-252668.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1064728/000119312526252668/0001193125-26-252668-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1064728/000119312526252668/d112966d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Act”) and outside the United States to non-US persons in reliance on Regulation\nS 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%\nof their principal amount. Black Pearl Compute intends to use the net proceeds from the offering (1) to finance the remaining cost","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1819989/000095010326001966/0000950103-26-001966-index.htm","comparable_excerpt":"additional $25 million in aggregate principal amount of the Notes (together with the “Initial Notes,” the “Notes”), bringing the total aggregate principal amount of the Notes to $250 million. On June 2, 2026, the Company completed the private offering of the Notes. The Notes are senior unsecured obligations of the Company. The net proceeds from this offering were","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1064728/000119312526252668/0001193125-26-252668-index.htm"}},{"accession":"0001882781-26-000041","ticker":"CBLO","company_name":"C2 Blockchain, Inc.","filed_at":"2026-06-02T14:08:44+00:00","headline":"C2 Blockchain raises $130K and up to $1.2M via convertible notes with heavy dilution","event_type":"debt","sec_items":["1.01","2.03","3.02","9.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: debt","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001882781-26-000041","json":"https://secwatch.observer/filing/0001882781-26-000041.json","markdown":"https://secwatch.observer/filing/0001882781-26-000041.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1882781/000188278126000041/0001882781-26-000041-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1882781/000188278126000041/form8k6226o.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Act”) and outside the United States to non-US persons in reliance on Regulation\nS 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%\nof their principal amount. Black Pearl Compute intends to use the net proceeds from the offering (1) to finance the remaining cost","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1819989/000095010326001966/0000950103-26-001966-index.htm","comparable_excerpt":"On May 22, 2026, the Company entered into a Securities Purchase Agreement with Auctus Fund, LLC (“Auctus”), pursuant to which the Company issued and sold a Promissory Note in the principal amount of $130,000 (the “Auctus Note”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1882781/000188278126000041/0001882781-26-000041-index.htm"}},{"accession":"0001628280-26-039479","ticker":"VVX","company_name":"V2X, Inc.","filed_at":"2026-06-01T20:10:20+00:00","headline":"V2X refinances $868.5M term loans with new tranche maturing 2030; SOFR+2% margin","event_type":"debt","sec_items":["1.01","2.03","9.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: debt","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-039479","json":"https://secwatch.observer/filing/0001628280-26-039479.json","markdown":"https://secwatch.observer/filing/0001628280-26-039479.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1601548/000162828026039479/0001628280-26-039479-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1601548/000162828026039479/vec-20260529.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Act”) and outside the United States to non-US persons in reliance on Regulation\nS 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%\nof their principal amount. Black Pearl Compute intends to use the net proceeds from the offering (1) to finance the remaining cost","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1819989/000095010326001966/0000950103-26-001966-index.htm","comparable_excerpt":"The Amendment provides for, among other things, a new tranche of term loans under the Credit Agreement in an aggregate original principal amount of $868,522,978.38 (the “New Term Loans”), which New Term Loans replace or refinance in full all of the existing term loans outstanding under the Credit Agreement (as in effect immediately prior to the Amendment), as further set forth in the Amendment. The New Term Loans mature on December 6, 2030.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1601548/000162828026039479/0001628280-26-039479-index.htm"}},{"accession":"0001493152-26-026839","ticker":"ILAL","company_name":"International Land Alliance Inc.","filed_at":"2026-06-02T18:24:31+00:00","headline":"International Land Alliance raises up to $385K via convertible note and warrant","event_type":"debt","sec_items":["1.01","2.03","3.02"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03","same event type: debt","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-026839","json":"https://secwatch.observer/filing/0001493152-26-026839.json","markdown":"https://secwatch.observer/filing/0001493152-26-026839.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1657214/000149315226026839/0001493152-26-026839-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1657214/000149315226026839/form8-k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Act”) and outside the United States to non-US persons in reliance on Regulation\nS 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%\nof their principal amount. Black Pearl Compute intends to use the net proceeds from the offering (1) to finance the remaining cost","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1819989/000095010326001966/0000950103-26-001966-index.htm","comparable_excerpt":"On May 19, 2026, International Land Alliance, Inc., a Wyoming corporation (“Company”) entered into a Securities Purchase Agreement transaction with an accredited investor (“Investor”) pursuant to which the Company issued to Investor a convertible promissory note in the aggregate principal amount up to $385,000 (“Note”)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1657214/000149315226026839/0001493152-26-026839-index.htm"}},{"accession":"0001193125-26-252557","ticker":"MDLN","company_name":"Medline Inc.","filed_at":"2026-06-02T12:06:32+00:00","headline":"Medline issues $2.0B senior secured notes & refinances $2.75B term loan; secondary offering of 72.6M shares at $37","event_type":"debt","sec_items":["1.01","2.03","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: debt","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-252557","json":"https://secwatch.observer/filing/0001193125-26-252557.json","markdown":"https://secwatch.observer/filing/0001193125-26-252557.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2046386/000119312526252557/0001193125-26-252557-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2046386/000119312526252557/d50280d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1819989/000095010326001966/0000950103-26-001966-index.htm","comparable_excerpt":"Concurrently with the Notes offering, the Issuer refinanced its existing senior secured dollar-denominated term loan facility due 2030 (the “ 2030 Term Loan Facility ”) with a new senior secured dollar-denominated term loan facility in an aggregate principal amount of approximately $2,750.0 million (the “ 2033 Refinancing Term Loan Facility ” and, together with the existing revolving credit facility, the “ Senior Secured Credit Facilities ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2046386/000119312526252557/0001193125-26-252557-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}