Cipher Mining Inc. announced a proposed private offering of $2.00 billion in senior secured notes due 2031. The notes will be issued by Cipher’s wholly-owned subsidiary, Black Pearl Compute LLC, and are intended for qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S. Proceeds from the offering will be used to finance the remaining cost of the Black Pearl Facility, reimburse Cipher for prior equity contributions, fund debt service reserves, and cover related fees and expenses. The notes will be fully and unconditionally guaranteed by Cipher Black Pearl LLC and 11786 Wink LLC, with first-priority liens on substantially all assets of the issuer and guarantors, as well as all equity interests of the issuer held by Black Pearl Holdings LLC. Cipher will also provide a completion guarantee for the Black Pearl Facility.

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