CIFR · Cipher Mining Inc.

The filing details a $810 million private placement of 6.000% Senior Secured Notes due 2031 by Stingray Compute LLC, a wholly-owned indirect subsidiary of Cipher Digital Inc. (formerly Cipher Mining Inc.). The notes were sold via a purchase agreement with Morgan Stanley & Co. LLC to qualified institutional buyers and non-U.S. persons. The notes are senior secured, guaranteed by Cipher Stingray LLC, and secured by a collateral package that includes capital stock and property of the issuer and guarantor. Proceeds will be used to complete the Stingray Facility, a high-performance computing data center in Andrews, Texas; reimburse Cipher for prior equity contributions; and fund debt service reserves. Interest is payable semiannually at 6% per annum. The notes have a five-year maturity and include amortization after the project's final commencement date, subject to a target debt service coverage ratio of 1.25x. Redemption provisions include a make-whole premium prior to June 15, 2028, an equity clawback of up to 40%, and scheduled redemption prices thereafter. The indenture contains covenants typical for project finance, including restrictions on additional debt, dividends, liens, asset sales, and affiliate transactions. A change of control triggers an offer to repurchase at 101% of principal. Cipher Digital provides a completion guarantee. This financing is material given the size relative to Cipher's market capitalization and the strategic importance of the data center project.