Key Highlights

● Note Sale: CleanSpark Subsidiary CSDC Finance I, LLC closed a $2.276 billion private Placement of senior secured notes maturing in 2031.

● Terms: The notes carry a 7.875% interest rate, were sold at 98.5% of face value, and pay interest semiannually on April 1 and October 1.

● Use of Proceeds: Net proceeds will fund completion of the Sandersville, Georgia data center, reimburse prior Equity contributions, and establish debt-service reserves.

● Security: The notes are secured by the Sandersville facility's Assets and carry a completion guarantee from parent CleanSpark.

CleanSpark, Inc. (NASDAQ:CLSK) disclosed in an 8-K filed September 25 that its subsidiary CSDC Finance I, LLC has closed a private placement of $2.276 billion in senior secured notes to fund completion of the company's Data Center Facility in Sandersville, Georgia. The notes carry a 7.875% interest rate, mature in 2031, and were sold to qualified institutional buyers at 98.5% of face value.

Terms of the Offering

Filed under Item 1.01, Material Definitive Agreement, and Item 2.03, Creation of a Direct Financial Obligation, the 8-K describes notes that pay interest semiannually on April 1 and October 1 each year, with a final Maturity date of October 1, 2031. The notes are subject to semi-annual principal amortization tied to debt-service coverage requirements at the project level, and CleanSpark can redeem them in full after October 1, 2028 at specified prices; Redemption before that date requires a make-whole premium. A change-of-control event would trigger an obligation to repurchase the notes at 101% of principal.

The notes are secured by the assets of the Sandersville facility itself and carry a completion guarantee from CleanSpark, the parent company, along with customary covenants restricting additional debt, dividends, asset sales and transactions with affiliates. Because they were sold in a private placement, the notes were not registered under the Securities Act of 1933 and cannot be offered or resold in the United States absent registration or an applicable exemption.

Where the Money Is Going

CleanSpark said net proceeds from the offering will fund three things: completing construction of the Sandersville, Georgia data center facility, reimbursing prior equity contributions the company had already made to the project, and establishing debt-service reserves required under the note terms. The structure, funding a specific project through a dedicated financing subsidiary rather than the parent company's general balance sheet, is a common approach for large, single-site infrastructure builds where lenders want their security tied directly to that project's assets and cash flows.

CleanSpark describes itself in the accompanying press release as “a market-leading data center developer” that controls more than 1.8 gigawatts of power, land and data centers across the United States, saying it leverages “globally competitive energy prices” as part of its strategy around Bitcoin Mining and broader computing infrastructure. Company contacts listed in the release include Investor relations lead Kyle Sourk and media contact Eleni Stylianou.

What the Filing Does Not Say

The 8-K does not disclose the current construction completion percentage at Sandersville, a total expected project cost, or a specific date by which the facility is expected to be fully operational. It also does not specify the total power capacity the Sandersville site will support once finished, nor does it name the qualified institutional buyers who purchased the notes. The filing likewise does not break out how much of the $2.276 billion is earmarked for construction completion versus equity reimbursement and reserve funding, so the relative size of each use of proceeds is not disclosed.

Because the notes sit at the CSDC Finance I subsidiary level rather than at the CleanSpark parent, repayment is structured around the Sandersville project's own cash flows and asset value, with the parent's completion guarantee acting as a backstop rather than the primary source of repayment.

Construction Milestones and Redemption Dates

Investors should watch for updates on Sandersville's construction progress and any disclosure of when the facility becomes fully operational, since that timeline determines when the project can begin generating the cash flows the notes' debt-service coverage tests depend on. The notes' first scheduled interest payments fall on April 1 and October 1 of each year beginning after issuance, and the earliest full redemption window opens October 1, 2028. Any additional financing tied to further data center expansion beyond Sandersville would likely surface in a future 8-K given the pattern of project-specific disclosures here.