- 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. 1
- Market reaction: CLSK fell ~5% pre‑market to around $14, as convertible deals often trigger short‑term pressure from hedging. 2
- 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. 3
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. 1
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. 1
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. 2
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. 4
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. 5
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. 1
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). 1 - 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. 6
- 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.) 1
What to watch next
- Closing of the deal (target: Nov. 13) and any subsequent 8‑K detailing final terms and settlement mechanics. 1
- Capital deployment cadence into power contracts, land, and data‑center development—particularly in Texas—as CleanSpark scales for AI/HPC alongside bitcoin mining. 5
- 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. 3
- Stock dynamics: Additional volatility is common around convertible offerings as banks and investors hedge and rebalance positions. 2
Disclosure: This article is for information only and not investment advice. All figures are based on company disclosures and reputable media reporting as cited.
