Latham & Watkins Advises on Cipher’s US$150 Million Convertible Senior Notes Offering and Concurrent Hedging Transaction

Cipher Mining Inc. (NASDAQ: CIFR) (Cipher), a company focused on the development and operation of industrial-scale data centers for bitcoin mining and HPC hosting, has announced the pricing of its public offering of US$150 million aggregate principal amount of convertible senior notes due 2030 in an offering registered under the Securities Act of 1933, as amended. The issuance and sale of the notes are scheduled to settle on May 22, 2025. Cipher also granted the underwriters of the notes offering a 30-day option to purchase up to an additional US$22.5 million aggregate principal amount of notes solely to cover over-allotments. Concurrently with the offering of the notes, Morgan Stanley, acting on behalf of itself and/or its affiliates, intends to offer, in a separate, underwritten offering, 17,540,000 shares of Cipher’s common stock borrowed from third parties, to facilitate hedging transactions (whether physical and/or through derivatives) by some of the purchasers of the notes.

Latham & Watkins LLP represented the underwriters in the offerings with a capital markets team led by partners Reza Mojtabaee-Zamani and Adam Gelardi and counsel Polina Tulupova, with associates Angel Marcial, Daria Latysheva, Cooper Shear, Daniel Weiss, and Mary Kline. Advice was also provided on tax matters by partner Aaron Bernstein, with associate Ryan Brenner.