Cipher Mining Inc. Announces Pricing of $1.4 Billion of Senior Secured Notes

Rhea-AI Summary

Cipher Mining (NASDAQ: CIFR) announced on November 6, 2025 that its subsidiary Cipher Compute LLC priced a $1.4 billion private offering of 7.125% senior secured notes due 2030, expected to close on November 13, 2025 subject to market conditions.

Net proceeds are intended to finance part of construction of the Barber Lake Facility near Colorado City, Texas. The notes will be guaranteed by Cipher Barber Lake LLC and secured by first‑priority liens on substantially all Issuer and Guarantor assets, equity interests, a potential Fluidstack lockbox, and a pre‑completion pledge of Google warrants. Cipher will provide a customary completion guarantee to fund shortfalls.

Positive

• $1.4B financing to fund Barber Lake construction
• Notes mature in 2030, providing multi-year construction capital

Negative

• Adds $1.4B senior secured debt at 7.125%
• First‑priority liens and pledged warrants constrain asset flexibility
• Cipher completion guarantee creates contingent funding obligation

Insights

Capital Markets Strategist

Cipher priced $1.4 billion of 7.125% secured notes due 2030 to fund the Barber Lake Facility; closing expected Nov 13, 2025.

The transaction raises $1.4 billion of senior secured debt at a stated coupon of 7.125%. The notes are privately placed under Rule 144A and will be secured by first‑priority liens on substantially all assets of the Issuer and the Guarantor, equity interests of the Issuer held by Cipher Songbird LLC, and additional collateral including a potential lockbox and a pledge by Google LLC of warrants prior to project completion. Cipher also provides a customary completion guarantee to fund the Issuer if proceeds and available funds prove insufficient.

Certain outcomes depend explicitly on market and other conditions, so closing is not guaranteed. Key near‑term items to watch are the expected closing on Nov 13, 2025, the effectiveness of the stated collateral arrangements, and whether the completion guarantee suffices to finish the Barber Lake Facility; the notes mature in 2030, which sets the capital repayment horizon.

NEW YORK, Nov. 05, 2025 (GLOBE NEWSWIRE) -- Cipher Mining Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”), a leading developer and operator of industrial-scale data centers, today announced that its wholly-owned subsidiary, Cipher Compute LLC (the “Issuer”), has priced a $1.4 billion offering (the “Offering”) of 7.125% senior secured notes due 2030 (the “Notes”) at par. The Notes will be sold in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is expected to close on November 13, 2025, subject to market and other conditions.

The Issuer intends to use the net proceeds from the Offering to finance a portion of the construction cost of the Barber Lake Facility, a high-performance computing data center near Colorado City, Texas.

The Notes will be fully and unconditionally guaranteed by Cipher Barber Lake LLC (the “Guarantor”), a wholly-owned direct subsidiary of the Issuer. The Notes and related note guarantee will be secured by first-priority liens on (i) substantially all assets of the Issuer and the Guarantor, other than certain excluded property, (ii) all equity interests of the Issuer held by Cipher Songbird LLC, a Delaware limited liability company and the direct parent company of the Issuer, (iii) if and when established by Fluidstack, a designated lockbox account of Fluidstack USA II Inc., and (iv) prior to the completion of the Barber Lake Facility, a pledge by Google LLC of the warrants to purchase common stock of Cipher.

Cipher will provide a customary completion guarantee with respect to the Barber Lake Facility under which it will fund the Issuer as necessary to ensure the timely completion of the Barber Lake Facility in the event that the proceeds of the Notes and other available funds are insufficient to do so.

The Offering is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the Offering may be completed.

The Notes have not been registered under the Securities Act or securities laws of any other jurisdiction, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Cipher

Cipher is focused on the development and operation of industrial-scale data centers for bitcoin mining and HPC hosting. Cipher aims to be a market leader in innovation, including in bitcoin mining growth, data center construction and as a hosting partner to the world’s largest HPC companies.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, such as statements regarding the completion of the offering of the notes and the intended use of the net proceeds, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,” “potential,” “would,” “will likely result,” “continue,” and similar expressions (including the negative versions of such words or expressions).

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and our management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: volatility in the price of Cipher’s securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, Cipher’s evolving business model and strategy and efforts we may make to modify aspects of our business model or engage in various strategic initiatives, variations in performance across competitors, changes in laws and regulations affecting Cipher’s business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on February 25, 2025, our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 filed with the SEC on August 7, 2025, our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 filed with the SEC on November 3, 2025, and in Cipher’s subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts:
Investor Contact:
Courtney Knight
Head of Investor Relations at Cipher Mining
Courtney.knight@ciphermining.com

Media Contact:
Ryan Dicovitsky
Dukas Linden Public Relations
CipherMining@DLPR.com

FAQ

What did Cipher Mining (CIFR) announce on November 6, 2025?

Cipher priced a $1.4 billion private offering of 7.125% senior secured notes due 2030 expected to close on November 13, 2025.

How will the CIFR notes proceeds be used?

Net proceeds are intended to finance a portion of construction of the Barber Lake Facility near Colorado City, Texas.

What security and guarantees back the CIFR notes?

Notes are guaranteed by Cipher Barber Lake LLC and secured by first‑priority liens on substantially all Issuer and Guarantor assets plus pledged equity and potential lockbox assets.

When do the CIFR 7.125% notes mature?

The notes mature in 2030.

Could the CIFR offering fail to close on November 13, 2025?

Yes; closing is subject to market and other conditions and is not guaranteed.

What is the investor impact of the CIFR notes for shareholders?

The financing funds construction but increases leverage via a $1.4B secured debt at 7.125%, and includes pledged collateral and a completion guarantee.