CleanSpark Unit Proposes $2.227 Billion Senior Secured Notes Offering

CleanSpark (CLSK ), Inc. announced on September 17, 2026 that its wholly owned subsidiary, CSDC Finance I, LLC, intends to offer $2.227 billion aggregate principal amount of senior secured notes due 2031 in a private offering.

The issuer intends to use the net proceeds from the offering to finance the remaining cost of the build-out of the company’s data center in Sandersville, Georgia (the “Sandersville Facility”), to reimburse CleanSpark for certain prior equity contributions made in respect of the facility, and to fund debt service reserves, according to CleanSpark’s announcement.

The notes are to be offered to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933 and to non-U.S. persons outside the United States under Regulation S. The notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption. CleanSpark said the offering is subject to market and other conditions and that there can be no assurance as to whether, when or on what terms it may be completed.

Guarantee and Collateral Structure

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 note 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 company of the issuer.

CleanSpark will provide what the announcement describes as a customary completion guarantee with respect to the Sandersville Facility, under which it will fund the issuer as necessary to ensure the timely completion of the facility in the event that the proceeds of the notes are insufficient to do so.

The Sandersville Lease

The Sandersville Facility is the Sandersville, Georgia data center for which CleanSpark announced a 20-year lease on July 14, 2026. The company said it entered into the triple-net infrastructure lease agreement, which carries annual escalators and two five-year extension options, directly with a high-investment-grade global technology company at its Sandersville campus. The tenant’s identity remains confidential. CleanSpark said it expects the lease to generate approximately $6.6 billion of contracted revenue over the initial term and up to $11.6 billion if both extension options are exercised.

The lease covers 175 MW of critical IT load, with deliveries expected to begin in the fourth quarter of 2027. CleanSpark estimated landlord project costs of $10 million to $12 million per MW of critical IT load and said the lease carries an expected cumulative NOI contribution margin of nearly 100%, or an average annual NOI contribution of approximately $330 million.

“This lease is a transformational moment for CleanSpark as we complete our evolution into a diversified digital infrastructure platform and begin monetizing our power portfolio at institutional scale,” said Matt Schultz, CleanSpark CEO and chairman, in the July announcement.

Under the agreement, the tenant will deploy production-grade infrastructure at Sandersville dedicated to a range of computing workloads. The tenant also 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. That portfolio includes 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.

CleanSpark said the Sandersville campus was selected for its access to reliable, low-cost power, available capacity for high-density compute, and its ability to support rapid, phased deployment of advanced data center infrastructure. The company launched its Sandersville operations in 2022. “CleanSpark has been a pillar of the Sandersville community for many years, providing job market stability, tax revenue, and broad support for what makes our part of the world special,” said Mayor Jimmy Andrews.

Morgan Stanley (MS ) & Co. LLC acted as financial advisor to CleanSpark on the lease transaction, and Davis Polk & Wardwell LLP acted as legal counsel.