CleanSpark completed a $1.15 billion issuance of zero‑coupon convertible senior notes due 2032, with a conversion rate of 52.1832 shares per $1,000 principal, translating to a conversion price of $19.16 per share—a 27.5 % premium to the closing price of $15.03 on the announcement day. The offering is expected to close on November 13, 2025.
The company earmarks $460 million of the proceeds for a share‑repurchase program that will buy back common stock at the closing price of $15.03, while the remaining net proceeds will be deployed to expand its power and land portfolio, build new data‑center infrastructure, repay bitcoin‑backed line‑of‑credit balances, and support general corporate purposes. An option to purchase an additional $150 million of notes is available to initial purchasers.
The financing reflects CleanSpark’s strategic pivot from a pure Bitcoin‑mining focus toward high‑performance computing and artificial‑intelligence data‑center services. By raising capital through a low‑cost, zero‑coupon structure, the company can fund large‑scale land and power acquisitions without incurring regular interest expense, while the conversion feature preserves the ability to raise equity later if the company’s share price appreciates.
The share‑repurchase allocation signals management’s confidence in the company’s valuation and a desire to enhance earnings per share. At the time of the announcement, CleanSpark’s share price had slipped 3.47 % to $15.03, a decline that investors attributed to concerns about the size of the debt issuance and potential future dilution. The market reaction was largely driven by the perceived increase in leverage rather than the underlying growth prospects.
CleanSpark’s broader business context shows a decline in Bitcoin production—from 706 BTC in March to 612 BTC in October—coupled with rising network difficulty and a tightening hashprice. These headwinds have pressured mining revenue, prompting the company to diversify into AI and HPC services, which offer higher margins and more stable demand. The capital raise will support the acquisition of land and power agreements for a Texas data‑center campus that is expected to host AI workloads.
Management emphasized that the convertible notes provide a flexible capital structure that balances the need for growth capital with shareholder value creation. CEO Matt Schultz noted that the company sees “tremendous opportunity to accelerate mining growth while simultaneously optimizing assets near major metro centers through the development of high‑performance compute campuses.” The financing also reduces exposure to bitcoin‑backed credit lines, strengthening the balance sheet.
Analysts view the offering as a positive step toward long‑term resilience, though they caution that the conversion feature could dilute existing shareholders if the company’s share price rises above the $19.16 conversion price. The $1.15 billion size, larger than the initial $1 billion proposal, underscores CleanSpark’s ambition to scale its data‑center portfolio and AI services in a competitive market.
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