Cipher Digital proposes $850M 0.00% convertible notes due 2032, concurrent exchange of 2030 notes

Cipher Digital Inc.

$850.0M aggregate principal of 0.00% convertible senior notes due Nov 1, 2032, offered privately to QIBs under Rule 144A; 13-day option for up to $150.0M more.
Concurrently, Cipher expects privately negotiated exchanges of a portion of its outstanding 1.75% Convertible Senior Notes due 2030 for shares of common stock.
Net proceeds to fund capped call transactions, additional equity investment in the Barber Lake project, HPC build-out, pipeline expansion and general corporate purposes.
Notes are senior unsecured, bear no regular interest and do not accrete; redeemable on or after Nov 5, 2029 if stock exceeds 130% of conversion price.
Initial conversion rate and other terms set at pricing; J. Wood Capital Advisors LLC is financial advisor; capped calls aim to reduce dilution.

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