Sidley Represents Cipher Digital in US$850 Million Senior Notes Offering

Sidley represented Cipher Digital Inc. (CIFR), a Nasdaq-listed leading developer and operator of industrial-scale data centers, in its offering of US$850 million aggregate principal amount of 0.00% convertible senior notes due 2032 in an exempt offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In connection with the offering of the notes, Sidley also represented CIFR with its entry into privately negotiated capped call transactions with certain of the initial purchasers or their affiliates and certain other financial institutions. Concurrently with the notes offering, Sidley represented CIFR in separate, privately negotiated transactions whereby Cipher entered into exchange agreements with a limited number of holders of its 1.75% convertible senior notes due 2030 to exchange a portion of the outstanding 2030 notes for shares of CIFR’s common stock.

The Sidley team was led by J. David Stewart, Alex Csordas, Rob Mandell, and Prabhat Mehta (Capital Markets), and included Demetrius Watson, Henry Dickinson and Kendall Bernard (Capital Markets); and Robert Kreitman and Patrick Gray (Tax).