Cipher Digital prices $810m secured notes to fund Stingray data centre
Cipher Digital (NASDAQ: CIFR) has moved to lock in project financing for its Stingray data centre, with subsidiary Stingray Compute LLC pricing $810 million of 6.000% senior secured notes due 2031 at 99.750 cents on the dollar. The offering is being sold in a private placement to qualified institutional buyers under Rule 144A and to non-US persons under Regulation S, with the deal expected to close on 15 June 2026, subject to standard closing conditions.
The proceeds are earmarked for three purposes: completing construction of the Stingray Facility; reimbursing Cipher approximately $61.5 million in prior equity contributions already deployed on capital expenditures; and funding debt service reserves. Cipher has provided a completion guarantee, obligating it to top up the issuer should the note proceeds prove insufficient to finish the facility on time.
Deal structure
The notes will be secured by first-priority liens over substantially all assets of Stingray Compute and its guarantor, Cipher Stingray LLC, as well as over the equity interests in Stingray Compute held by its direct parent, Cipher Stingray Holdings LLC. The structure is a standard project-finance vehicle for capital-intensive infrastructure builds, ring-fencing the asset and its cash flows from the broader corporate balance sheet while preserving Cipher's completion liability.
Cipher describes the Stingray Facility as purpose-built for high-performance computing workloads and designed to serve "premier tenants" — language that implies a hyperscale or large enterprise anchor customer, though no tenant was named in the release. The company did not disclose the facility's location, planned capacity, power draw, or targeted in-service date.
Market context
Project-finance debt has become an increasingly common tool for data centre developers as construction costs and power-procurement timelines lengthen. The structure allows operators to leverage the contracted cash flows of a specific facility rather than drawing on corporate revolving credit, which is particularly attractive when interest rates remain elevated and construction risk is concentrated in a single asset.
The broader HPC and AI data centre development market is seeing intense capital deployment. Hyperscalers have announced multi-year, multi-billion-dollar capacity expansions, and a cohort of specialist operators — including privately held and listed developers — are racing to secure power agreements, land and cooling infrastructure ahead of demand that analysts widely expect to outpace available capacity through the late 2020s. At a 6% coupon, Cipher's notes reflect the market's appetite for investment-grade-adjacent infrastructure credit, though the Rule 144A placement underlines that this is not a public bond offering.
Regulatory and standards read-across
As a NASDAQ-listed issuer, Cipher is subject to SEC reporting obligations. The Rule 144A / Regulation S structure means the notes themselves are restricted securities and cannot be freely resold in the US without registration or an exemption. Buyers will need to observe standard holding-period and transfer restrictions.
Data centre operators of Cipher's scale are also increasingly navigating interconnected compliance requirements: US federal procurement frameworks such as FedRAMP apply if the company seeks government tenants, while EU DORA and NIS2 obligations would affect any European counterparties. The absence of a named tenant or jurisdiction for the Stingray Facility makes it difficult to assess the specific regulatory surface at this stage.
Investors and analysts will be watching for the identity of the anchor tenant, the facility's power capacity and grid connection status, and any update to the in-service timeline as the most significant near-term data points for this credit.