Core Scientific, Inc. (NASDAQ: CORZ) (“Core Scientific” or the
“Company”), a leader in digital infrastructure for bitcoin mining
and high-performance computing, today announced its intention to
offer, subject to market and other conditions, $350.0 million
aggregate principal amount of convertible senior notes due 2029
(the “notes”) in a private offering to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”). Core Scientific also expects to
grant the initial purchasers of the notes an option to purchase,
for settlement within a period of 13 days from, and including, the
date the notes are first issued, up to an additional $52.5 million
principal amount of notes.
The notes will be senior, unsecured obligations of Core
Scientific, will accrue interest payable semi-annually in arrears
and will mature on September 1, 2029, unless earlier converted,
redeemed or repurchased. Noteholders will have the right to convert
their notes in certain circumstances and during specified periods.
Core Scientific will settle conversions by paying or delivering, as
applicable, cash, shares of its common stock or a combination of
cash and shares of its common stock, at Core Scientific’s
election.
The notes will be redeemable, in whole or in part (subject to
certain limitations), for cash at Core Scientific’s option at any
time, and from time to time, on or after September 7, 2027 and on
or before the 20th scheduled trading day immediately before the
maturity date, but only if the last reported sale price per share
of Core Scientific’s common stock exceeds 130% of the conversion
price for a specified period of time and certain other conditions
are satisfied. The redemption price will be equal to the principal
amount of the notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date.
If certain corporate events that constitute a “fundamental
change” occur, then, subject to a limited exception, noteholders
may require Core Scientific to repurchase their notes for cash. The
repurchase price will be equal to the principal amount of the notes
to be repurchased, plus accrued and unpaid interest, if any, to,
but excluding, the applicable repurchase date.
The interest rate, initial conversion rate and other terms of
the notes will be determined at the pricing of the offering.
Core Scientific intends to use the net proceeds from the
offering to repay in full the outstanding loans under its credit
and guaranty agreement entered into on January 23, 2024 and redeem
all of its outstanding senior secured notes due 2028. Core
Scientific intends to use the remaining net proceeds from the
offering for general corporate purposes, including working capital,
operating expenses, capital expenditures, acquisitions of
complementary businesses, or other repurchases of its
securities.
The offer and sale of the notes and any shares of Core
Scientific’s common stock issuable upon conversion of the notes
have not been, and will not be, registered under the Securities Act
or any other securities laws, and the notes and any such shares
cannot be offered or sold except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and any other applicable securities laws. This
press release does not constitute an offer to sell, or the
solicitation of an offer to buy, the notes or any shares of Core
Scientific’s common stock issuable upon conversion of the notes,
nor will there be any sale of the notes or any such shares, in any
state or other jurisdiction in which such offer, sale or
solicitation would be unlawful.
About Core Scientific
Core Scientific is a leader in digital infrastructure for
bitcoin mining and high-performance computing. We operate
dedicated, purpose-built facilities for digital asset mining and
are a premier provider of digital infrastructure, software
solutions and services to our third-party customers. We employ our
own large fleet of computers (“miners”) to earn bitcoin for our own
account and provide hosting services for large bitcoin mining and
high-performance computing customers at our eight operational data
centers in Georgia (2), Kentucky (1), North Carolina (1), North
Dakota (1) and Texas (3). We derive the majority of our revenue
from earning bitcoin for our own account (“self-mining”).
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements may be identified by the use of
words such as “intend,” “will,” “expect,” “anticipate” or other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
statements include, but are not limited, statements regarding the
anticipated terms of the notes being offered, the completion,
timing and size of the proposed offering and the intended use of
the proceeds. Forward-looking statements represent Core
Scientific’s current expectations regarding future events and are
subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from those implied by the
forward-looking statements. Among those risks and uncertainties are
market conditions, including market interest rates, the trading
price and volatility of Core Scientific’s common stock and risks
relating to Core Scientific’s business, including those described
in the Company’s Annual Report on Form 10-K and Quarterly Reports
on Form 10-Q filed with the Securities and Exchange Commission (the
“SEC”). Core Scientific may not consummate the proposed offering
described in this press release and, if the proposed offering is
consummated, cannot provide any assurances regarding the final
terms of the offering or the notes or its ability to effectively
apply the net proceeds as described above.
These statements are provided for illustrative purposes only and
are based on various assumptions, whether or not identified in this
press release, and on the current expectations of the Company’s
management. These forward-looking statements are not intended to
serve, and must not be relied on by any investor, as a guarantee,
an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of the Company.
These forward-looking statements are subject to a number of risks
and uncertainties, including those identified in the Company’s
reports filed with the SEC, and if any of these risks materialize
or our assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking
statements. Accordingly, undue reliance should not be placed upon
the forward-looking statements. The Company does not assume any
duty or obligation (and does not undertake) to update or supplement
any forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20240813641609/en/
Investors: ir@corescientific.com
Media: press@corescientific.com
For Core Scientific Joseph Sala / Mahmoud Siddig Joele Frank,
Wilkinson Brimmer Katcher (212) 355-4449
Core Scientific (NASDAQ:CORZ)
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