Monitor the closing of the notes offering as it de-risks the Stingray project and confirms Cipher's access to capital markets for HPC data center funding. Successful completion would validate the Amazon-backed business model and potentially reduce equity dilution risk for common shareholders.
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Executive Summary
Cipher Digital's wholly-owned subsidiary Stingray Compute LLC announced a proposed $810 million senior secured notes offering due 2031 to fund construction of a 70 MW HPC data center pre-leased to AWS. The notes are backed by a long-term lease with Amazon, which guarantees rent and covers cost overruns above $10.5M/IT MW. The offering underscores Cipher's ability to secure non-dilutive financing for a fully contracted, creditworthy project.
Key Facts
- Stingray Compute LLC intends to offer $810M aggregate principal amount of senior secured notes due 2031.
- Proceeds will fund remaining construction costs of the Stingray Facility, reimburse Cipher for $63.6M prior equity contributions, and fund debt service reserves.
- Stingray is a 70 MW critical IT load HPC data center in Andrews, TX, pre-leased to Amazon Data Services (AWS) under a 15-year base lease with three 5-year extensions.
- Total contracted lease payments are approximately $2.0B (base term) to $5.7B (if all extensions exercised), with 3.0% annual rent escalator.
- Amazon covers construction cost overruns above $10.5M per IT MW.
- Cipher provides a completion guarantee for the facility.
- Notes will be secured by substantially all assets of Stingray Compute and Cipher Stingray, and guaranteed by Cipher Stingray.
- Target initial rent commencement: April 1, 2027 (Network Hall) and May 1, 2027 (Data Hall).
Financial Impact
Contracted lease payments of ~$2.0B to $5.7B; note offering of $810M; prior equity reimbursement of $63.6M.
Risk Factors
- Offering is subject to market conditions and may not close as planned.
- Construction could face delays or cost overruns beyond the Amazon cost cap.
- Interest rate environment may affect terms or completion of the notes.
- Potential dilution from parent-level equity if project exceeds budget despite Amazon overrun protection.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0000950103-26-008635 |
| Document: dp248110_ex9901.htm | 0000950103-26-008635 |
| Document: dp248110_ex9902.htm | 0000950103-26-008635 |
| Document: 0000950103-26-008635-index-headers.html | 0000950103-26-008635 |
| Document: 0000950103-26-008635-index.html | 0000950103-26-008635 |
| Document: 0000950103-26-008635.txt | 0000950103-26-008635 |
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Aug 4, 2026 8w ago | 8-K | $20.38 $14.61 | ▲ +28.31% | ▲ +27.07% | $15.54 (+23.75%) |
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May 5, 2026 21w ago | Press Release | $22.10 $26.29 | ▲ +18.96% | ▲ +14.01% | $15.54 (−29.68%) |
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