JWCA advises Cipher Mining on its upsized $1.1 billion convertible and capped call transaction

September 2025 | read press release

Transaction Background

Cipher Mining (“Cipher” or the “Company”) successfully raised $1.1bn (exclusive of greenshoe) in the convertible market at attractive terms (0.00% coupon and 37.5% conversion premium)

  • Cipher’s objectives included:

  • Opportunistically raise proceeds to fund construction of Barber Lake site and development of HPC strategy in connection with the announced Fluidstack and Google 168MW 10-year HPC hosting agreement

  • Capitalize on recent strong share performance (stock up ~200% year to date at announcement)

  • Protect against future equity dilution through a capped call overlay

  • Minimize stock price risk during execution

  • Include a one-time investor put option in year 4 to receive a lower coupon on financing

The Company engaged J. Wood Capital Advisors to assist in the structuring, negotiation, documentation and overall execution of the transaction

JWCA provided extensive analysis on deal structuring and related items, including:

  • Convertible and derivative overlay structuring

  • Accounting and tax analyses

  • Execution timing, strategy, and syndicate structure

  • Convertible and capped call documentation to ensure maximum value and future efficiency/flexibility for the company

JWCA designed and ran a capped call auction process to achieve competitive terms

Results

Cipher’s second convertible financing this year was well received by investors:

  • The Company’s recent share price momentum and execution on fundamental strategy as seen in the Google & Fluidstack agreements invited significant investor interest, with orderbook demand multiple times oversubscribed

    • This enabled an upsize to $1.1bn+$200mm from $800mm+$120mm launch size (+41%)

  • Cipher was able to obtain unsecured and flexible debt at very attractive terms:

    • 0.00% fixed coupon and 37.5% premium, which priced through the company-friendly end of the range of 30.0 – 35.0%, the best pricing achieved by a digital infrastructure company with a 4 year or greater effective maturity to date

  • This marks the Company’s second convertible bond issuance in a 6-month span

JWCA’s deal structuring and capped call auction strategy delivered significant economic savings and meaningfully minimized dilution risk

JWCA supported the management team on the entirety of the offering providing execution advice and ensuring a high-quality execution