Cipher Digital Inc. (CIFR) stock fell nearly 5% in Wednesday's premarket trading after the data center operator announced the pricing of an $850 million convertible senior notes offering and plans to exchange existing debt for approximately 40.7 million shares.
The company priced its private offering of 0% convertible senior notes due 2032 on Wednesday. The deal includes an option for initial purchasers to buy an additional $150 million in notes, potentially raising the total offering to $1 billion.
The transaction is expected to close on Oct. 16, subject to customary conditions.
Convertible Notes Carry 35% Premium
The new notes will mature on Nov. 1, 2032, and carry no regular interest payments.
The initial conversion price is approximately $15.31 per share, representing a 35% premium to Cipher Digital's closing share price of $11.34 on Tuesday.
The company can settle conversions through cash, shares or a combination of both.
Cipher Digital expects to receive approximately $835.1 million in net proceeds before offering expenses. That amount could increase to $982.5 million if purchasers exercise their additional allotment option in full.
Debt Exchange Raises Dilution Concerns
Alongside the offering, Cipher Digital expects to exchange approximately $165.9 million in outstanding 1.75% convertible senior notes due 2030 for roughly 40.7 million common shares.
The exchange could increase the company's outstanding share count, potentially diluting existing shareholders.
To limit dilution from the new convertible notes, Cipher Digital entered into capped call transactions with financial institutions.
These transactions carry an initial cap price of $28.35 per share, representing a 150% premium to Tuesday's closing price.
The company expects to spend approximately $89.7 million of the offering proceeds on these transactions.
Proceeds To Support AI Data Center Expansion
Cipher Digital plans to use the remaining proceeds to fund an additional equity investment in its Barber Lake project and accelerate its high-performance computing strategy.
The company also intends to support the development of near-term projects, expand its pipeline of data center sites and fund general corporate activities.
The financing comes as Cipher Digital expands its focus on industrial-scale data centers designed for high-performance computing workloads.
However, the planned share issuance and potential dilution could weigh on investor sentiment despite the company's expansion plans.
CIFR Price Action
Cipher Digital shares were down 4.88% at $10.78 during Wednesday's premarket trading, according to market data.
