CLEANSPARK, INC. Completes $2.276B Senior Secured Notes Offering

What Happened

• On September 25, 2026, CSDC Finance I, LLC (an indirect, wholly‑owned subsidiary of CleanSpark, Inc.) completed a private offering of 7.875% Senior Secured Notes due October 1, 2031, selling $2,276.0 million aggregate principal at 98.500% of par. Morgan Stanley & Co. LLC acted as representative of the initial purchasers. The notes were sold under Rule 144A and Regulation S.
• An indenture dated September 25, 2026, was entered among CSDC Finance, CSRE Properties Sandersville, LLC (subsidiary guarantor), CSDC Holdings I, LLC, and U.S. Bank Trust Company, National Association (trustee and collateral agent). CleanSpark provided a customary completion guarantee for the Sandersville data center facility.

Key Details

• Offering size: $2,276.0 million principal; issue price: 98.500% of principal. Interest: 7.875% per year, payable semiannually on April 1 and October 1 beginning April 1, 2027. Maturity: October 1, 2031.
• Use of proceeds: finish construction of the Sandersville Facility (Sandersville, GA), reimburse CleanSpark for certain prior equity contributions to that project, and fund debt service reserves.
• Principal amortization: semiannual amortization payments (April 1 and October 1) to achieve a contractual target project debt service coverage ratio. Redemption: callable by issuer (full/partial) starting October 1, 2028, with earlier limited redemptions and a make‑whole before that date; up to 40% may be redeemed with certain equity proceeds prior to Oct 1, 2028.
• Covenants: restrict additional indebtedness, dividends/restricted payments, certain investments, liens, asset sales, sale‑leasebacks, unrelated business activities, certain affiliate transactions, and mergers; includes customary events of default and a 101% repurchase obligation on specified change‑of‑control events.

Why It Matters

• This transaction creates a material, secured borrowing for CleanSpark’s subsidiary that funds the completion and operation of the Sandersville data center. The notes add $2.276B of project‑level secured debt with semiannual cash interest at 7.875% and contractual amortization — factors that will affect project cash flow and debt service requirements.
• CleanSpark’s completion guarantee and anticipated reimbursement of prior equity contributions mean the company retains performance and funding exposure tied to the project. The covenants may limit the issuer’s and guarantor’s flexibility and could indirectly constrain corporate actions related to financing, distributions, or asset sales. Investors should monitor how the new debt affects CleanSpark’s consolidated liquidity, leverage, and project execution.