CleanSpark Closes $2.276B Senior Secured Notes for Georgia Data Center

CleanSpark announced on September 25, 2026 that its wholly owned subsidiary, CSDC Finance I, LLC, closed a $2.276 billion private offering of 7.875% senior secured notes due 2031. The issuer intends to use the net proceeds to finance the remaining cost of a data center in Sandersville, Georgia, reimburse CleanSpark for certain prior equity contributions made in respect of the facility, and fund debt service reserves.

CSDC Finance, a wholly owned indirect subsidiary of CleanSpark, completed the offering on September 25, 2026 under a purchase agreement dated September 18, 2026 among the company, CSRE Properties Sandersville, LLC, and Morgan Stanley & Co. LLC as representative of the initial purchasers, according to a Form 8-K filed with the Securities and Exchange Commission the same day.

The filing states that the aggregate principal amount of notes sold was $2,276.0 million, issued at a price equal to 98.500% of principal, and that the notes were sold for resale to persons reasonably believed to be qualified institutional buyers under Rule 144A and, outside the United States, to non-U.S. persons under Regulation S. The notes have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

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

Indenture Terms

On September 25, 2026, CSDC Finance, CSRE Properties Sandersville, and CSDC Holdings I, LLC, the direct parent of CSDC Finance, entered into an indenture governing the notes with U.S. Bank Trust Company, National Association, as trustee and collateral agent. The notes are senior secured obligations of CSDC Finance bearing interest at 7.875% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning April 1, 2027. They mature on October 1, 2031, unless earlier redeemed or repurchased in accordance with their terms.

Principal will amortize semi-annually on each April 1 and October 1 following the Final Commencement Date, as defined in the indenture, in an amount necessary to achieve the Target Project Debt Service Coverage Ratio, also as defined in the indenture.

On or after October 1, 2028, the issuer may redeem the notes at its option, in whole at any time or in part from time to time, at redemption prices set out in the indenture. Before that date, it may redeem the notes at a price equal to 100% of principal plus a make-whole premium and accrued and unpaid interest. Also before that date, it may redeem up to 40% of the aggregate principal amount of the notes using proceeds of certain equity offerings, at the redemption price set out in the indenture plus accrued and unpaid interest.

The indenture limits the ability of the issuer and the subsidiary guarantor to, among other things, incur or guarantee certain additional indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments; make certain investments; create or incur liens; consummate certain asset sales; enter into sale-and-leaseback transactions; hold assets or conduct operations unrelated to the operation of the Sandersville Facility; engage in certain transactions with affiliates; and merge, consolidate, or transfer or sell all or substantially all of their assets. These covenants are subject to a number of important qualifications and exceptions.

Upon specified change-of-control events, CSDC Finance must offer to repurchase the notes at 101% of the principal amount plus accrued and unpaid interest. The indenture also provides for customary events of default.

Guarantee and Security Package

The notes are fully and unconditionally guaranteed by CSRE Properties Sandersville, LLC, a wholly owned direct subsidiary of the issuer, according to the company’s pricing announcement. The notes and the related note guarantee are 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.

The 8-K also states that CleanSpark will provide a customary completion guarantee for the Sandersville Facility, under which it will fund the issuer as necessary to ensure timely completion of the facility if the note proceeds and available funds, including CleanSpark’s prior equity contributions relating to the facility, are insufficient.

From Proposal to Closing

CleanSpark first announced the proposed offering on September 17, 2026, when it said CSDC Finance intended to offer $2.227 billion aggregate principal amount of senior secured notes due 2031 in a private placement, subject to market conditions and other factors. On September 18, 2026, the company announced that the issuer had priced a $2.276 billion offering of the 7.875% senior secured notes due 2031 at 98.500% of principal, with closing expected on September 25, 2026, subject to customary closing conditions.

The 8-K reporting the completed offering was filed under items covering entry into a material definitive agreement and the creation of a direct financial obligation. It was signed by Gary A. Vecchiarelli, CleanSpark’s President and Chief Financial Officer, and files the indenture and the company’s September 25, 2026 press release as exhibits.