CleanSpark Proposes $2.227B Senior Secured Notes to Fund Sandersville Build-Out

CleanSpark said in an offering announcement on September 17, 2026 that its wholly owned subsidiary, CSDC Finance I, LLC, intends to offer $2.227 billion in aggregate principal amount of senior secured notes due 2031 in a private offering, with net proceeds intended to fund the remaining build-out of the company’s Sandersville, Georgia, data center.

CleanSpark, based in Las Vegas, describes itself as a data center developer controlling a portfolio of more than 1.8 GW of power, land, and data centers across the United States.

Notes Terms and Investor Eligibility

The notes would be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act of 1933 and, outside the United States, to non-U.S. persons in reliance on Regulation S.

The notes have not been registered under the Securities Act or the securities laws of any other jurisdiction, and they may not be offered or sold in the United States absent registration or an applicable exemption. The offering is subject to market and other conditions, and CleanSpark said there can be no assurance as to whether, when, or on what terms it may be completed. The release is not an offer to sell the notes or a solicitation of an offer to buy them.

Use of Proceeds, Guarantees and Collateral

According to the announcement, the issuer intends to use the net proceeds to finance the remaining cost of building out the Sandersville Facility, to reimburse CleanSpark for certain prior equity contributions made in respect of the facility, and to fund debt service reserves.

The notes will be fully and unconditionally guaranteed by CSRE Properties Sandersville, LLC, a wholly owned direct subsidiary of the issuer. The notes and the related guarantee will be secured by first-priority liens on substantially all assets of the issuer and CSRE Properties, other than certain excluded property, and on all equity interests of the issuer held by CSDC Holdings I, LLC, a Delaware limited liability company that is the direct parent of the issuer.

CleanSpark will also provide what the announcement described as a customary completion guarantee for the Sandersville Facility, under which it will fund the issuer as necessary to ensure the facility’s timely completion if the note proceeds are insufficient.

The Sandersville Lease Behind the Notes

The build-out the notes would finance is anchored by a 20-year infrastructure lease that CleanSpark announced on July 14, 2026, with a tenant it described as a high-investment-grade global technology company; the tenant remains confidential. In that announcement, chief executive and chairman Matt Schultz called the lease “a transformational moment for CleanSpark,” saying the company is completing its evolution into a diversified digital infrastructure platform and beginning to monetize its power portfolio at institutional scale.

Under the lease, the tenant will deploy production-grade infrastructure at Sandersville dedicated to a range of computing workloads. The agreement covers 175 MW of critical IT load, and the company said deliveries are expected to begin in the fourth quarter of 2027. The triple-net lease carries annual escalators, and CleanSpark said it expects approximately $6.6 billion in contracted revenue over the initial term and up to $11.6 billion if the two five-year extension options are exercised.

The company estimated landlord project costs of $10 million to $12 million per MW of critical IT load, with an expected cumulative net operating income contribution margin of nearly 100 percent, or an average annual contribution of approximately $330 million.

CleanSpark launched its Sandersville operations in 2022 and said it selected the campus for its access to reliable, low-cost power, available capacity for high-density compute, and its ability to support rapid, phased deployment of data center infrastructure.

Alongside the lease, the tenant executed a letter of intent and exclusivity arrangement covering CleanSpark’s entire Texas portfolio of 718 acres with up to 885 MW of secured and planned power capacity, including 271 acres with nearly 300 MW at the Sealy campus and 447 acres at the Brazoria campus, where transmission-level infrastructure supports an initial 300 MW demand load with the potential to expand to 600 MW. Morgan Stanley & Co. LLC acted as financial advisor to CleanSpark on the lease transaction, and Davis Polk & Wardwell LLP acted as legal counsel.

Construction Status and August Operations

In a September 8, 2026 operational update, Schultz said the company continued making construction progress at the Sandersville site as it executes for its tenant. CleanSpark also said it received notice of conditional classification by ERCOT for 585 MW of contracted capacity to receive a batch zero baseload designation and for 300 MW to receive a batch zero studied load designation at its Texas sites.

For the month ended August 31, 2026, CleanSpark reported unaudited figures including 1.8 GW of power under contract, 808 MW utilized, an operational hashrate of 50 EH/s, a deployed fleet of 201,269 miners, and total bitcoin holdings of 13,703.