CleanSpark, Inc. said its wholly owned subsidiary, CSDC Finance I, LLC, has priced an offering of $2.276 billion of 7.875% senior secured notes due 2031 at 98.500% of their principal amount, the company said.
The notes are to be sold in a private offering to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act of 1933 and to non-U.S. persons outside the United States under Regulation S. The offering is expected to close on September 25, 2026, subject to customary closing conditions.
CleanSpark said the issuer intends to use the net proceeds to finance the remaining cost of the build out of the Sandersville Facility data center, to reimburse the company for prior equity contributions made for that facility, and to fund debt service reserves.
The notes will be fully and unconditionally guaranteed by CSRE Properties Sandersville, LLC, a wholly owned direct subsidiary of the issuer. First-priority liens will secure the notes and the guarantee, covering substantially all assets of the issuer and CSRE Properties other than certain excluded property, and all equity interests of the issuer held by CSDC Holdings I, LLC, its direct parent company.
CleanSpark will provide a customary completion guarantee for the Sandersville Facility, under which it would fund the issuer as necessary to ensure the facility is completed on time if the note proceeds are insufficient. The notes have not been registered under the Securities Act or the securities laws of any other jurisdiction, and the offering is subject to market and other conditions, with no assurance as to whether, when or on what terms it may be completed.
