- CleanSpark priced and upsized a private $1.15 billion 0.00% Convertible Senior Notes offering due February 15, 2032, lifting the deal after strong demand. Initial conversion price:$19.16 (a 27.5% premium to Monday’s $15.03 close). Optional add‑on: up to $150M more within 13 days. Expected close:Nov. 13, 2025. [1]
- The company plans to repurchase ~$460M of common stock from note investors at $15.03 per share, and allocate the rest of the net $1.13B to power & land expansion, data center build‑outs, and repayment of bitcoin‑backed credit lines. [2]
- Market reaction: CLSK fell ~5% pre‑market to around $14, as convertible deals often trigger short‑term pressure from hedging. [3]
- Context: CleanSpark produced 612 BTC in October, ended the month with ~13,033 BTC on the balance sheet, and recently entered Texas with a 285‑MW power footprint for AI/HPC. [4]
What happened today
CleanSpark, Inc. (Nasdaq: CLSK) upsized and priced a private offering of $1.15 billion in 0% convertible senior notes due 2032. The terms set an initial conversion rate of 52.1832 shares per $1,000 of notes, equating to an initial conversion price of $19.16—a 27.5% premium to Monday’s close. The company may increase the offering by $150 million if initial purchasers exercise a 13‑day option. The deal is slated to close on Nov. 13, subject to customary conditions. [5]
CleanSpark will use about $460 million of the proceeds to repurchase common stock from certain note investors at $15.03 per share, with the remaining net proceeds (~$1.13B) earmarked for expanding its power and land portfolio, developing data‑center infrastructure, repaying bitcoin‑backed credit balances, and general corporate purposes. [6]
How the market is reading it
CLSK shares traded lower pre‑market—about 5%—after the upsizing, a move CoinDesk attributed in part to typical delta‑hedging dynamics around convertibles. As of publication, CLSK is trading intraday near $14. [7]
The broader context across bitcoin miners: convertible issuance has surged in 2025 as operators fund power contracts and AI/HPC expansions while hashprice tightens. Independent industry outlet TheMinerMag framed CleanSpark’s upsizing as part of a record wave of miner debt supporting AI‑aligned compute buildouts. [8]
Why it matters
CleanSpark is positioning itself beyond pure bitcoin mining to capture high‑performance computing (HPC) and AI demand, a shift underpinned by recent Texas power and land acquisitions (285 MW) and a rising contracted‑power base. The October operations update—612 BTC mined and ~13,033 BTC held—illustrates continued production while the company reallocates capital toward compute infrastructure near key metros. [9]
The fine print (deal terms you should know)
- Coupon:0.00%; senior unsecured.
- Maturity:Feb. 15, 2032; no redemption before Feb. 20, 2029; redeemable thereafter if price conditions are met.
- Settlement: At the company’s election in cash, shares, or a mix.
- Early convertibility: Restricted until Aug. 15, 2031, then open until shortly before maturity.
All above per the company’s pricing release. [10]
By the numbers — quick math on dilution & buybacks
These are illustrative calculations based on today’s disclosed terms and recent share counts; actual outcomes depend on settlement choices and future events.
- Implied shares if fully converted at the initial rate:
$1.15B ÷ $1,000 × 52.1832 ≈ 60.0M shares (and ~7.83M more if the $150M option is fully exercised). [11] - Context vs. shares outstanding: CleanSpark reported ~281M basic shares around its June‑quarter report; on that base, 60.0M would equal ~21% potential dilution (~24% including the option)—if the notes were ultimately settled entirely in stock at the initial rate. The company can instead settle in cash or a mix, which could materially change the actual dilution. [12]
- Repurchase math:$460M at $15.03 implies roughly 30.6M shares to be repurchased from note investors in concurrent, privately negotiated transactions—helping offset near‑term float and hedging pressure linked to the convertible. (Final share count may vary.) [13]
What to watch next
- Closing of the deal (target: Nov. 13) and any subsequent 8‑K detailing final terms and settlement mechanics. [14]
- Capital deployment cadence into power contracts, land, and data‑center development—particularly in Texas—as CleanSpark scales for AI/HPC alongside bitcoin mining. [15]
- Operational momentum: After October’s 612 BTC and reported capacity additions, investors will track production, hashrate, and treasury levels into the seasonally stronger winter months. [16]
- Stock dynamics: Additional volatility is common around convertible offerings as banks and investors hedge and rebalance positions. [17]
Disclosure: This article is for information only and not investment advice. All figures are based on company disclosures and reputable media reporting as cited.
References
1. www.nasdaq.com, 2. www.nasdaq.com, 3. www.coindesk.com, 4. www.prnewswire.com, 5. www.nasdaq.com, 6. www.nasdaq.com, 7. www.coindesk.com, 8. theminermag.com, 9. www.prnewswire.com, 10. www.nasdaq.com, 11. www.nasdaq.com, 12. www.prnewswire.com, 13. www.nasdaq.com, 14. www.nasdaq.com, 15. www.prnewswire.com, 16. www.prnewswire.com, 17. www.coindesk.com
