Core Scientific announces proposed offering of $3.3B of senior secured notes

Core Scientific (CORZ) announced that its wholly-owned subsidiary, Core Scientific Finance I, intends to offer, subject to market conditions and other factors, $3.3B aggregate principal amount of senior secured notes due 2031, in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act. The Issuer intends to use the net proceeds from the offering to fund a debt service reserve account, and the remaining proceeds to make a distribution to Core Scientific. Core Scientific intends to use a portion of the net proceeds it receives from the Issuer to repay in full its outstanding delayed draw term loans under its previously announced 364-day credit facility, including accrued interest thereon and fees and expenses in connection therewith. The Notes will be fully and unconditionally guaranteed by each of Core Scientific Austin, Core Scientific Denton, Core Scientific Dalton, Core Scientific Marble and Core Scientific Muskogee, which, as of the issue date, will constitute the Issuer’s only subsidiaries. The Notes and related note guarantees will be secured by first-priority liens on substantially all assets of the Issuer and the Subsidiary Guarantors, other than certain excluded property, all equity interests of the Issuer held by Core Scientific Finance Holding, a Delaware limited liability company and the direct parent company of the Issuer, and certain assets and rights of Core Scientific.

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