CleanSpark's wholly owned subsidiary CSDC Finance I, LLC is moving forward with a USD 2.276 billion private debt offering, with proceeds earmarked primarily for finishing a data center project in Sandersville, Georgia, a deal that also carries a parent-level completion guarantee in the event construction costs run over.

Pricing Details and Timeline

The company announced that CSDC Finance I, LLC, a wholly owned subsidiary of CleanSpark and the designated issuer of the notes, had priced an offering of 7.875% senior secured notes due 2031. The notes were offered at a price equal to 98.500% of their principal amount.

The notes were offered to qualified institutional buyers under Rule 144A of the Securities Act of 1933 and to non-U.S. persons outside the United States under Regulation S. The offering forms part of the company's financing activities.

Allocation of Net Proceeds

CleanSpark has outlined three distinct uses for the net proceeds raised through the offering.

The primary use is to finance the remaining construction and buildout costs associated with the data center known as the Sandersville Facility.

The second use is to reimburse CleanSpark itself for equity contributions it has already made toward the Sandersville Facility prior to this offering.

The third use is to fund debt service reserves associated with the notes.

Should the proceeds from the offering fall short of covering costs, CleanSpark has committed to providing a customary completion guarantee.

Under that arrangement, the parent company will fund the issuer as necessary to ensure the Sandersville Facility is completed on time.

Collateral and Guarantee Arrangements

The notes will be fully and unconditionally guaranteed by CSRE Properties Sandersville, LLC, identified as a wholly owned direct subsidiary of the issuer.

Both the notes and the associated guarantee will be secured by first-priority liens covering substantially all assets held by CSDC Finance I, LLC and CSRE Properties Sandersville, LLC, with certain excluded property carved out from that security package.

The collateral structure also extends to equity interests. First-priority liens will be placed on all equity interests of the issuer held by CSDC Holdings I, LLC, a Delaware limited liability company that serves as the direct parent of CSDC Finance I, LLC.

CleanSpark's Operations and Market Position

CleanSpark characterizes itself as a market-leading data center developer with a portfolio exceeding 1.8 gigawatts of power, land, and data center assets located across the United States.

The company's shares trade on the Nasdaq under the ticker symbol CLSK. It is headquartered in Las Vegas.

The company frames its business model around monetizing low-cost, high-reliability energy.

In its own description, it produces what it calls a global emerging critical resource in the form of compute capacity.

CleanSpark positions itself at the intersection of Bitcoin, energy, operational excellence, and capital stewardship, citing globally competitive energy prices as a foundation of its infrastructure strategy.

Regulatory Disclosures and Offering Conditions

CleanSpark accompanied the announcement with standard regulatory language, making clear that the notes cannot be offered or sold within the United States without either registration under the Securities Act or an applicable exemption from those registration requirements.

State-level securities laws present an additional layer of compliance, with the company noting that no sale would be lawful in any jurisdiction that has not seen the notes registered or qualified under its relevant laws.

The company also stated that the offering remains subject to market conditions and other factors and that there is no guarantee as to whether, when, or on what terms the offering will ultimately be completed. The announcement itself was explicitly characterized as neither an offer to sell nor a solicitation of an offer to buy the securities.