Core Scientific, Inc. (NASDAQ: CORZ) (“Core Scientific” or the
“Company”), a leader in digital infrastructure for bitcoin mining
and high-performance computing, today announced the pricing of its
offering of $550 million aggregate principal amount of 0.00%
convertible senior notes due 2031 (the “notes”) in a private
offering to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”). The offering size was
increased from the previously announced offering size of $500
million aggregate principal amount of notes. The issuance and sale
of the notes are scheduled to settle on December 5, 2024, subject
to customary closing conditions. Core Scientific also granted 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 $75 million
principal amount of notes.
The notes will be senior, unsecured obligations of Core
Scientific and will not bear regular interest, and the principal
amount of the notes will not accrete. The notes will mature on June
15, 2031, unless earlier repurchased, redeemed or converted. Before
March 17, 2031, noteholders will have the right to convert their
notes only upon the occurrence of certain events. From and after
March 17, 2031, noteholders may convert their notes at any time at
their election until the close of business on the scheduled trading
day immediately before the maturity date. 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 initial
conversion rate is 44.4587 shares of common stock per $1,000
principal amount of notes, which represents an initial conversion
price of approximately $22.49 per share of common stock. The
initial conversion price represents a premium of approximately
42.5% over the U.S. composite volume weighted average price of Core
Scientific’s common stock from 2:00 p.m. through 4:00 p.m. Eastern
Standard Time on December 2, 2024, which was $15.7844. The
conversion rate and conversion price will be subject to adjustment
upon the occurrence of certain events.
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 June 22, 2028 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 special
and additional interest, if any, to, but excluding, the redemption
date.
The notes will be subject to repurchase by Core Scientific for
cash at the noteholders’ option on December 15, 2027. In addition,
if a “fundamental change” (as defined in the indenture for the
notes) occurs, 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 special and additional
interest, if any, to, but excluding, the applicable repurchase date
or fundamental change repurchase date.
Core Scientific estimates that the net proceeds from the
offering will be approximately $535.6 million (or approximately
$608.7 million if the initial purchasers fully exercise their
option to purchase additional notes), after deducting the initial
purchasers’ discounts and commissions and Core Scientific’s
estimated offering expenses. Core Scientific intends to use the net
proceeds from the offering for general corporate purposes,
including working capital, operating expenses, capital
expenditures, acquisitions of complementary businesses, or
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, Inc. is a leader in digital infrastructure for
digital assets mining and high-performance computing. We operate
dedicated, purpose-built facilities for digital asset mining and
are a premier provider of digital infrastructure to our third-party
customers. We employ our own large fleet of computers (“miners”) to
earn digital assets for our own account, we provide hosting
services for large bitcoin mining customers and we are in the
process of allocating and converting a significant portion of our
nine operational data centers in Alabama (1), Georgia (2), Kentucky
(1), North Carolina (1), North Dakota (1) and Texas (3), and our
facility in development in Oklahoma to support artificial
intelligence-related workloads under a series of contracts that
entail the modification of certain of our data centers to deliver
hosting services for high-performance computing.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“estimate,” “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, whether as a result of new
information, future events or otherwise, except as may be required
by applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20241202413756/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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