Cipher proposes $2.00B senior secured notes for Black Pearl

Cipher Mining Inc. has announced that its wholly-owned subsidiary Black Pearl Compute LLC intends to offer $2.00 billion of senior secured notes due 2031.

• Issuer and offering: Black Pearl Compute LLC intends to offer, subject to market conditions, $2.00 billion aggregate principal amount of senior secured notes due 2031 to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S; net proceeds are intended to finance the remaining cost of the Black Pearl Facility (a high-performance computing data center in Wink, Texas) and to reimburse Cipher approximately $232.5 million for prior equity contributions.
• Security, guarantees, and use of proceeds: The Notes will be fully and unconditionally guaranteed by Cipher Black Pearl and 11786 Wink LLC, secured by first-priority liens on substantially all assets of the Issuer and Guarantors and on the Issuer’s equity held by Black Pearl Holdings LLC; Cipher will provide a customary completion guarantee to fund the Issuer if Note proceeds are insufficient to complete the Black Pearl Facility. The offering is subject to market conditions and may not be completed.