Cipher Mining Announced Its Intention To Offer $150M Aggregate Principal Amount Of Convertible Senior Notes Due 2030

- Cipher Mining Inc. (NASDAQ:CIFR) ("Cipher" or the "Company") today announced its intention to offer, subject to market and other conditions, $150,000,000 aggregate principal amount of convertible senior notes due 2030 (the "notes") in a public offering registered under the Securities Act of 1933, as amended. Cipher also expects to grant the underwriters of the notes offering an option to purchase up to an additional $22,500,000 aggregate principal amount of notes solely to cover over-allotments. Morgan Stanley is acting as the sole bookrunning manager for the offering.

The notes will be senior, unsecured obligations of Cipher, will accrue interest payable semiannually in arrears and will mature on May 15, 2030, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Cipher will settle conversions by paying or delivering, as applicable, cash, shares of its common stock, par value $0.001 per share ("common stock"), or a combination of cash and shares of its common stock, at Cipher's election.

The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Cipher's option at any time, and from time to time, on or after May 22, 2028 and on or before the 30th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Cipher's common stock exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.