We advised Cipher Mining on the transaction

Davis Polk advised Cipher Mining Inc. on its 10-year high-performance computing (HPC) colocation agreement with Fluidstack. Under the agreement, Cipher Mining will deliver 168 megawatts of critical IT load, supported by a maximum of 244 megawatts of gross capacity, at its Barber Lake site in Colorado City, Texas. The agreement represents approximately $3 billion in contracted revenue over the initial 10-year term and includes two five-year extension options. If exercised, these extension options would bring the total contract revenue to approximately $7 billion. In addition, Google will backstop $1.4 billion of Fluidstack’s lease obligations to support project-related debt financing and will receive warrants to acquire approximately 24 million shares of Cipher Mining’s common stock, equating to an approximately 5.4% pro forma equity ownership stake, subject to adjustment and a potential cash settlement under certain circumstances.

Cipher Mining is focused on the development and operation of industrial-scale data centers for bitcoin mining and HPC hosting. Cipher Mining aims to be a market leader in innovation, including in bitcoin mining growth, data center construction and as a hosting partner to the world’s largest HPC companies.

Fluidstack is a premier AI cloud platform that builds and operates HPC clusters for some of the world’s largest companies.

The Davis Polk infrastructure team included partners Michael Davis, Brian D. Hirsch and David J. Penna, counsel Mikaela Dealissia, Saagar Kaul and Nick Soilleux and associates Jordan Khorshad and Benjamin Montgomery. The tax team included partner Kara L. Mungovan and associate Bryce Maxey. Members of the Davis Polk team are based in the New York and Washington DC offices.

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