JWCA advises Cipher Mining on its inaugural $172.5 million convertible and concurrent delta placement

May 2025 | read press release

Transaction Background

Cipher Mining (“Cipher” or the “Company”) successfully raised $172.5mm in the convertible market at attractive terms (1.75% coupon and 30.0% conversion premium)​

Cipher’s objectives included:​

  • Opportunistically raise capital to complete Phase 1 of the Black Pearl data center project, including purchasing remaining mining rigs at a discount and paying expected tariff and shipping costs, as well as other infrastructure-related capex​

  • Minimize market risk and dilution, diversify investor base and access to capital ​

  • Offer a one-time discrete put option to receive a lower coupon on financing​

JWCA prepared a comprehensive RFP process covering deal economics, structure & research to ensure competitive nature and best outcome for Cipher​

Cipher engaged J. Wood Capital Advisors to assist in the structuring, negotiation, documentation and execution of the transaction​

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

  • Convertible structuring​

  • Accounting and tax implications, investor composition considerations

Additionally, JWCA guided the Company through unique delta placement process and structuring to increase the efficiency of an overnight transaction with no market risk

The transaction was conducted privately using a wall cross process, before flipping into an overnight marketed transaction

Results

Cipher’s offering was well received by investors, attracting significant demand and institutional interest:​

  • The transaction was multiple times oversubscribed ​

  • The confidential marketing allowed the Company to build a strong order book of fundamental investors and send a strong signal going into the overnight marketing process​

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

  • The 1.75% coupon and 30.0% premium represented the midpoint of the guided range​

  • The delta placement was minimized due to strong long-only interest and priced at a 9% discount, leading to net effective terms of 1.75% up 17.6%​

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