Cipher Digital Inc. 8-K

What Happened
Cipher Digital Inc. announced on March 23, 2026 that it entered into a Credit Agreement providing a $200,000,000 revolving credit facility (including a $50,000,000 letter of credit sublimit). Morgan Stanley Senior Funding, Inc. is the administrative agent; several banks including Banco Santander, Goldman Sachs, JPMorgan, Sumitomo Mitsui and Wells Fargo act as joint lead arrangers/bookrunners. The facility matures on the fourth anniversary of the closing (March 23, 2030), subject to a springing maturity tied to the Company’s 1.750% Convertible Senior Notes due 2030. As of the closing date, no borrowings were outstanding.

Key Details

• Total facility: $200,000,000 revolving credit, with a $50,000,000 letter of credit sublimit.
• Interest: choice of Adjusted Term SOFR + 1.250%–1.750% or alternate base rate + 0.250%–0.750%, with margins temporarily set at SOFR +1.75% / ABR +0.75% until the compliance certificate for the quarter ended Sept 30, 2026.
• Availability and covenants: availability capped at $50,000,000 until the Stabilization Date; each borrowing requires minimum Market Capitalization ≥ $3,000,000,000; minimum Liquidity covenant of $100M–$200M depending on cash flow commencement from the Barber Lake and Black Pearl facilities.
• Security and guarantees: guaranteed by restricted subsidiaries that are loan parties and secured by first-priority liens on substantially all assets (subject to customary exclusions). Incremental commitments up to $50M permitted under certain conditions.

Why It Matters
This facility gives Cipher Digital a committed source of liquidity for working capital and general corporate purposes, strengthening its short- to medium-term funding flexibility. However, the credit is secured and includes financial covenants (minimum liquidity and market capitalization) that could limit flexibility if the company’s cash or market value declines. The temporary margin levels and the capped availability until Stabilization Date mean initial borrowing costs and usable capacity are constrained until the company meets certain conditions. Investors should note there were no borrowings at closing and that the facility’s terms are tied to the company’s operational milestones (Barber Lake/Black Pearl) and the status of its convertible notes.