CleanSpark, Inc. has priced a USD 2.276 billion offering of senior secured notes through its wholly owned subsidiary, marking a significant debt financing move aimed at completing a major data center development in Georgia.

Deal Structure and Terms

The company announced that CSDC Finance I, LLC, a wholly owned subsidiary of CleanSpark and the designated issuer of the notes, had priced an offering of 7.875% senior secured notes due 2031. The notes were offered at a price equal to 98.500% of their principal amount.

The notes were offered to 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 forms part of the company's financing activities.

How the Proceeds Will Be Used

CleanSpark has identified three specific uses for the net proceeds of the offering. First, the funds will be used to finance the remaining cost of the buildout of a data center referred to as the Sandersville Facility.

Second, the proceeds will reimburse the company for certain prior equity contributions it has already made in respect of the Sandersville Facility. Third, a portion of the proceeds will be allocated to fund debt service reserves.

The company also stated that CleanSpark will provide a customary completion guarantee with respect to the Sandersville Facility. Under the terms of that guarantee, CleanSpark will fund the issuer as necessary to ensure the timely completion of the Sandersville Facility in the event that the proceeds of the notes prove insufficient to cover costs.

Security and Guarantee Structure

The notes will be fully and unconditionally guaranteed by CSRE Properties Sandersville, LLC, described as a wholly owned direct subsidiary of the issuer.

The notes and the related note guarantee will be secured by first-priority liens on substantially all assets of the issuer and CSRE Properties Sandersville, LLC, with the exception of certain excluded property.

The security package also includes first-priority liens on all equity interests of the issuer held by CSDC Holdings I, LLC, a Delaware limited liability company identified as the direct parent company of the issuer.

Company Background and Portfolio

CleanSpark describes itself as a market-leading data center developer with a portfolio of more than 1.8 gigawatts of power, land, and data centers across the United States.

The company trades on the Nasdaq under the ticker symbol CLSK and is headquartered in Las Vegas. According to the company, its infrastructure is powered by globally competitive energy prices, and it positions itself at the intersection of Bitcoin, energy, operational excellence, and capital stewardship.

The company characterizes its core business model as monetizing low-cost, high-reliability energy by producing what it describes as a global emerging critical resource in the form of compute capacity.

Regulatory and Offering Limitations

CleanSpark included standard regulatory caveats alongside the announcement, noting that the notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and any applicable state securities laws.

The company also stated that the offering remains subject to market and other conditions and that there can be no assurance as to whether, when, or on what terms the offering may ultimately be completed.

The press release accompanying the announcement was explicit that it does not constitute an offer to sell or a solicitation of an offer to buy the notes and that no sale of the notes would be lawful in any state or jurisdiction prior to registration or qualification under the relevant securities laws of that state or jurisdiction.

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