Latham Advises on Cipher Mining’s Upsized US$1.1 Billion Convertible Senior Notes Offering

Cipher Mining Inc. (NASDAQ:CIFR), a leading developer and operator of industrial-scale data centers, has announced the pricing of its offering of US$1.1 billion aggregate principal amount of 0.00% convertible senior notes due 2031 in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The offering size was increased from the previously announced offering size of US$800 million aggregate principal amount of notes. The issuance and sale of the notes are scheduled to settle on September 30, 2025, subject to customary closing conditions. Cipher granted the initial purchasers of the notes a 13-day option to purchase up to an additional US$200 million aggregate principal amount of notes.

Latham & Watkins LLP represented the initial purchasers in the offering with a Capital Markets team led by partners Reza Mojtabaee-Zamani and Adam Gelardi, with associates Shawn Noh, Sofia Sitterson, Daniel Weiss, Mary Kline, Adam Zhang, and with assistance from Harris Scott. Advice was also provided on tax matters by partner Aaron Bernstein, with associates Michael Yu and Jack Santoro.