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Cipher Mining Inc. Announces Proposed Offering of $2.00 Billion of Senior Secured Notes

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  • Cipher Mining Inc. announced its subsidiary Black Pearl Compute LLC intends to offer $2.00 billion in senior secured notes due 2031.
  • The private offering targets qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S.
  • Net proceeds will finance the remaining cost of the Black Pearl Facility in Wink, Texas, reimburse Cipher approximately $232.5 million for prior equity contributions, fund debt service reserves, and pay related fees.
  • The Notes will be fully guaranteed by Cipher Black Pearl LLC and 11786 Wink LLC.
  • Security includes first-priority liens on substantially all assets of the Issuer and Guarantors, plus all equity interests of the Issuer held by Black Pearl Holdings LLC.
  • Cipher will provide a completion guarantee to fund the Issuer if Note proceeds are insufficient to complete the Black Pearl Facility.
  • The offering remains subject to market conditions with no assurance regarding completion or terms.
  • Notes are unregistered under the Securities Act and may not be offered or sold in the U.S. absent registration or an applicable exemption.
  • Forward-looking statements regarding the offering terms, timing, and use of proceeds are included with standard risk disclosures.