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SEC filingCipher Digital Inc. announced that its subsidiary Stingray Compute LLC intends to privately offer $810M senior secured notes due 2031 to fund an HPC data center with AWS as tenant.
The proposed $810 million senior secured notes offering by Stingray Compute LLC, a wholly-owned indirect subsidiary of Cipher Digital Inc., is a significant financing event aimed at completing the development of a 70 IT MW HPC data center leased to Amazon Web Services (AWS). The notes are structured with a maturity in 2031 and are secured by first-priority liens on substantially all assets of the Issuer and Guarantor (Cipher Stingray LLC). Cipher Digital provides a completion guarantee to ensure funding for any shortfall. Key credit enhancements include Amazon’s parent guarantee of lease payments and a cost overrun cap where Amazon covers expenses above $10.5 million per IT MW. The private offering is subject to market conditions, and the net proceeds will also reimburse Cipher for $63.6 million in prior equity contributions and fund debt service reserves. This transaction underscores Cipher’s strategy to develop high-performance digital infrastructure with a top-tier tenant, potentially generating contracted revenue of ~$2.0–$5.7 billion over the lease term.