TLDR
- Cipher Mining’s subsidiary Black Pearl Compute LLC plans to offer $2 billion in senior secured notes due 2031 to fund a 300 MW high-performance computing data center in Wink, Texas
- The Black Pearl facility features 216 MW of contracted critical IT load and is fully pre-leased to Amazon Data Services under a long-term triple-net lease with a 3% annual rent escalator
- Amazon.com guarantees base rent and operating expenses, while also agreeing to cover construction cost overruns above $9.5 million per IT megawatt
- Phased rent payments begin in October 2026, with no termination for convenience option after final rent commencement
- Proceeds will finance remaining construction costs, reimburse Cipher $232.5 million for prior equity contributions, and fund debt service reserves
Cipher Mining announced on February 3, 2026, that its wholly-owned subsidiary Black Pearl Compute LLC intends to offer $2 billion in senior secured notes due 2031. The private placement will target qualified institutional buyers and certain non-U.S. investors.
The notes will finance construction of a 300 MW high-performance computing data center at the Black Pearl site in Wink, Texas. The facility represents 216 MW of contracted critical IT load.
Proceeds from the offering will cover remaining construction costs for the Black Pearl facility. The company will also use the funds to reimburse Cipher approximately $232.5 million for prior equity contributions made to the project.
Additional proceeds will fund debt service reserves and pay related fees and expenses. The notes will be guaranteed by Cipher Black Pearl LLC and 11786 Wink LLC, both wholly-owned subsidiaries of the issuer.
Amazon Data Services has pre-leased the entire facility under a triple-net, long-term lease agreement. The lease includes a 3% annual rent escalator and phased rent commencements starting in October 2026.
The Amazon lease structure includes no termination for convenience option after final rent commencement. Amazon.com guarantees both base rent and operating expenses for the facility.
Amazon Backs Construction Costs
Amazon has agreed to cover construction cost overruns above $9.5 million per IT megawatt. This provision provides downside protection for Cipher’s capital expenditure projections.
The structured agreement could enhance Cipher’s cash flow visibility once operations begin. The guaranteed rent payments create a predictable revenue stream for debt service.
The notes will be secured by first-priority liens on substantially all assets of the issuer and guarantors. The collateral package also includes equity interests held by Black Pearl Holdings LLC.
Cipher Mining will provide a completion guarantee for the Black Pearl facility. The parent company commits to fund the issuer if note proceeds prove insufficient for timely project completion.
The notes have not been registered under the Securities Act. They will only be offered to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S.
Technical and Financial Position
Cipher Mining stock traded up 3.35% following the announcement. The company currently holds a market capitalization of $6.31 billion.
Analyst ratings on CIFR stock show a Hold recommendation with a $16.50 price target. The stock has delivered a 171% return over the past year, though it declined nearly 16% in the last week.
The company’s liquid assets currently exceed short-term obligations. However, Cipher was not profitable over the last twelve months, posting a return on assets of negative 3.9%.
The offering remains subject to market conditions. There is no assurance regarding the completion timeline or final terms of the notes.
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