Cipher Mining Inc. (NASDAQ: CIFR), through its wholly-owned subsidiary Cipher Compute LLC, priced a $1.4 billion offering of 7.125% senior secured notes due 2030 on November 5, 2025. The offering is expected to close on November 13, 2025.1
Specific Terms of the Offering:
- Issuer: Cipher Compute LLC, a wholly-owned subsidiary of Cipher Mining Inc.1
- Amount: $1.4 billion in aggregate principal amount.1
- Interest Rate: 7.125% annually.1
- Maturity Date: The notes are due in 2030.1
- Pricing: The notes were priced at par.1
- Offering Type: This was a private offering, primarily to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.1
- Guarantor: The notes are fully and unconditionally guaranteed by Cipher Barber Lake LLC, another wholly-owned direct subsidiary of the Issuer.1
- Security: The notes and their guarantees are secured by first-priority liens on substantially all assets of the Issuer and the Guarantor (with certain exclusions). This also includes all equity interests of the Issuer held by Cipher Songbird LLC. Prior to the completion of the Barber Lake Facility, the security includes a pledge by Google LLC of warrants to purchase common stock of Cipher.1
Implications for Barber Lake (Cipher Mining Inc.):
- Financing Construction: The primary purpose of this offering is to finance a portion of the construction costs for the Barber Lake Facility, a high-performance computing data center located near Colorado City, Texas.1 This indicates a significant expansion of Cipher Mining's infrastructure for data center operations.
- Increased Leverage: Cipher Mining and its subsidiaries are taking on a substantial amount of new secured debt, which will increase the company's overall leverage.
- Parent Company Commitment: Cipher Mining Inc. has provided a customary completion guarantee. This means it will fund the Issuer as necessary to ensure the timely completion of the Barber Lake Facility if the proceeds from the notes and other available funds are insufficient.1 This commitment provides an additional layer of security for noteholders and underscores the strategic importance of the project to the parent company.
- Institutional Investment: The private placement nature of the offering means it was targeted at sophisticated institutional investors, rather than the broader public market.1
It is worth noting that following this initial offering, Cipher Compute LLC subsequently issued "Additional Notes" under similar terms, bringing the total aggregate principal amount of 7.125% senior secured notes due 2030 outstanding to $1.733 billion, also intended to finance further construction costs within the Barber Lake Facility.2
