JWCA advises Cipher Digital on its $850 million zero-coupon convertible and capped call transaction

October 2026 | read press release

Transaction Background

Cipher Digital Inc. (“Cipher Digital” or the “Company”) successfully raised $850mm (exclusive of $150mm greenshoe) in the convertible market at attractive terms (0.00% coupon and 35.0% conversion premium), while exchanging for shares ~$165.9mm (~96%) of its 1.75% convertible notes due 2030

Cipher Digital’s objectives included:

  • Raise proceeds to fund additional equity investment in the Barber Lake project, support the build out of its HPC strategy across its near-term pipeline, and continue to expand its pipeline of development sites

  • Protect against future equity dilution by purchasing a capped call with an +150% upper strike

  • 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

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

  • Capital structure considerations and refinancing tactics and analysis

  • Execution strategy, market intelligence, and timing recommendations

JWCA provided advice, support, and analysis throughout the execution process

Results

Cipher Digital’s convertible transaction was well received by investors:

  • Successfully priced at $850mm with a 0.00% coupon and 35.0% conversion premium, achieving the targeted financing objectives despite a challenging market

  • This marks the Company’s third convertible bond issuance in an 18-month span

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

The Company simultaneously equitized ~$165.9mm of its 1.75% convertible notes due 2030 (~96% of outstanding) at a minimal premium to the current bond trading price

Capped call documentation and auction process produced meaningful savings for Cipher Digital, driving significant economics in the Company's favor

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