The Issuer intends to use the net proceeds from the offering to (1) finance the remaining cost of the data center (the "Stingray Facility"), (2) reimburse the Company for approximately $63.6 million of prior equity contributions to Cipher Stingray LLC ("Cipher Stingray"), a wholly-owned direct subsidiary of the Issuer, used to fund capital expenditures relating to the Stingray Facility and (3) fund debt service reserves.
The Notes will be fully and unconditionally guaranteed by Cipher Stingray (the "Guarantor"). The Notes and related note guarantee will be secured by first-priority liens on (i) substantially all assets of the Issuer and the Guarantor, other than certain excluded property and (ii) all equity interests of the Issuer held by Cipher Stingray Holdings LLC, a Delaware limited liability company and the direct parent company of the Issuer.
Cipher will provide a customary completion guarantee with respect to the Stingray Facility, under which it will fund the Issuer as necessary to ensure the timely completion of the Stingray Facility in the event that the proceeds of the Notes are insufficient to do so.
The offering is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the offering may be completed.
The Notes have not been registered under the Securities ...
