The Additional Notes will constitute a further issuance of the Issuer's 7.125% senior secured notes due 2030, which were issued on November 13, 2025 (the "Existing Notes" and together with the Additional Notes, the "Notes"). The Additional Notes will have identical terms and conditions (other than the issue date and issue price) as the Existing Notes. Upon completion of the offering, the Issuer will have $1.733 billion in aggregate principal amount of 7.125% senior secured notes due 2030 outstanding. The offering is expected to close on or about November 24, 2025, subject to customary closing conditions.
The Issuer intends to use the net proceeds from the offering to finance a portion of the construction costs associated with additional facilities within the Barber Lake Facility, a high-performance computing data center near Colorado City, Texas.
The Notes will be issued at 100.250%, plus pre-issuance accrued interest from and including November 13, 2025. The Notes will bear interest at a rate of 7.125% per annum payable semi-annually in cash in arrears on May 15 and November 15 of each year, beginning on May 15, 2026 and will mature on November 15, 2030.
The Additional Notes will be fully and unconditionally guaranteed by Cipher Barber Lake LLC (the "Guarantor"), a wholly-owned direct subsidiary of the Issuer. The Additional Notes and related note guarantee will be secured by first-priority liens on (i) substantially all assets of the Issuer and the Guarantor, other than certain excluded property, (ii) all equity interests of the Issuer held by Cipher Songbird LLC, a Delaware limited liability company and the direct parent company of the Issuer, (iii) if and when ...
