Core Scientific, Inc. · NASDAQ:CORZ
Core Scientific — Corporate Update (January 2024)
24 slides from Core Scientific's corporate update, Jan 22, 2024
Slide 1: Core Scientific, Inc. Emergence Update
Core Scientific, Inc. Emergence Update* January 22, 2024 * This is only a summary. All shareholders and creditors should read the Plan and Disclosure Statement for details. 1
Slide 2: Legal Disclaimer
Legal Disclaimer This document is solely for informational purposes. You should not rely upon it or use it to form the definitive basis for any decision or action whatsoever, with respect to any proposed transaction or otherwise. This document is “as is” and neither Core Scientific, Inc. (the “Compa
Slide 3: Agenda
Agenda I. Summary II. Post-Emergence Capital Structure III. Stakeholder Recoveries 3
Slide 4: We've Made Significant Progress toward Emergence
We’ve Made Significant Progress toward Emergence • Paid off DIP financing • Finalized an oversubscribed $55 million Equity Rights Offering • In 2023, self-mined 13,762 bitcoin and ~5,512 bitcoin from hosted miners • Plan of Reorganization confirmed by Court on January 16 • Core expects to emerge fro
Slide 5: Key Plan Highlights
Key Plan Highlights Post-emergence Net Debt of $571 million and Plan Equity Value of $929 million • Only ~$50 million of debt amortization required through 2025 Share exchange ratio 10:1 Key share prices (post-10:1 share exchange ratio): • Share Price at Plan Value(1): $5.02 • Voluntary Convertible
Slide 6: Executive Summary: Plan Highlights
Plan Highlights: Maximizing Value for All Stakeholders Common Shareholders as of the Plan Effective Date (expected to be January 23, 2024) are expected to receive $1.18 per share of pre-exchange value based on current assumptions (see page 22 for assumptions) • Includes non-contingent recovery of ~$
Slide 7: Page References
Page References Disclosure Statement: https://cases.stretto.com/public/X217/12024/PLEADINGS/1202411172380000000029.pdf Disclosure Statement Supplement: https://cases.stretto.com/public/X217/12024/PLEADINGS/1202412292380000000014.pdf Current Holders Details Pages 13-18, 30-35 Common Shareholders (Dis
Slide 8: II. Post-Emergence Capital Structure
II. Post-Emergence Capital Structure 8
Slide 9: Post-Emergence Capital Structure
Post-Emergence Capital Structure Reflects agreements reached with majority of key stakeholders through bankruptcy process The below chart is illustrative, subject to change, and based on certain assumptions. It does not reflect the impact of the conversion of the New Secured Convertible Notes, the e
Slide 10: Key Terms of Post-Emergence Debt
Key Terms of Post-Emergence Debt Exit Delayed Draw New Secured New Secured Miner Equipment Debt Key Terms Term Loan Notes Convertible Notes (Election 2) $80 million ($40 million roll- Facility Size $150 million $260 million $53 million up, $40 million new money) 6.0% cash / 6.0% PIK(1) or 3.0% cash
Slide 11: Debt Maturity Schedule
Debt Maturity Schedule 2024-2029 ($ in millions) $400 $354 $350 $300 $250 $200 $166 $150 $100 $83 $31 $42 $50 $19 $- 2024 2025 2026 2027 2028 2029 New Delayed Draw Term Loan New Secured Notes New Secured Convertible Notes (If Not Converted) Miner Equipment Loans Other Debt (1) Total Note: Maturity s
Slide 12: Post-Emergence Equity Ownership
Post-Emergence Equity Ownership Reflects agreements reached with majority of key stakeholders through bankruptcy process The below chart is illustrative, subject to change, and based on certain assumptions. The chart illustratively shows the resulting equity splits with the conversion / exercise of
Slide 13: 10:1 Share Exchange
10:1 Share Exchange For Every Ten Existing Shares You Own as of the Effective Date / Record Date (Expected to Be January 23, 2024), You Will Receive At Least One Share of New Common Stock (and New Warrants) The Company is contemplating a 10:1 exchange of current Core Scientific shares for initial po
Slide 14: III. Stakeholder Recoveries
III. Stakeholder Recoveries 14
Slide 15: What Do Common Shareholders Need to Do to Receive New Shares
Action Required – What do shareholders (or their brokers) need to do to receive their new Core shares and new warrants What Do Common Shareholders • Plan Distributions: Common shareholders as of the Effective Date (expected to be Shareholders January 23, 2024) do not need to take any actions to rece
Slide 16: What Do Convertible Noteholders Need to Do
Action Required – What do Convertible Noteholders Need to do to receive their new securities? Convertible Noteholders • Distributions: Noteholders do not need to take any actions to receive their recovery What Do under the Plan. The holder details provided by the respective notes agent for the April
Slide 17: What Share Price Will CORZ Begin Trading At?
Plan Equity Value-Implied Share Price of $5.02 Share price information below reflects Plan Equity Value ($ and share count in millions, unless otherwise specified) Share Price at Emergence Plan TEV $1,500 (-) Net Debt at Emergence (571) What share Plan Equity Value $929 (/) Shares Issued at Emergenc
Slide 18: When Will I Receive My New Common Shares and Warrants?
When will I Receive my New Common Shares and New Warrants, and When will Trading Commence? When will I What Will Be the Opening Share Price of New CORZ? • $5.02 per share is the implied share price based on Plan enterprise value. Once we begin trading on Nasdaq (anticipated for the morning of Januar
Slide 19: What Will Current Shareholders Receive?
Each Common Shareholder Holding Shares at the Plan Effective Date (Expected to Be January 23, 2024) Will Receive New Common Stock and Two Tranches of Warrants HOLDINGS Example TODAY’S For Every 10 Shares of Pre-Emergence Common Stock You Own, You Will Receive: What will current INITIAL DISTRIBUTION
Slide 20: What Will Current Shareholders Receive? Warrants Detail
Each Common Shareholder Holding Shares at the Plan Effective Date (Expected to Be January 23, 2024) Will Receive New Common Stock and Two Tranches of Warrants A B C 1 share of New Common 2.5 Tranche 1 warrants 2.1 Tranche 2 warrants Shares For every 10 New Common Shares (Initial 3-Year Tranche 1 War
Slide 21: When Will Equity Rights Offering Participants Receive Shares?
Equity Rights Offering 1) ERO participants are expected to receive their ERO shares on account of Existing Common Shares tendered by their bank or broker through DTC’s Automatic Tender Offer Program (“ATOP”) on or shortly after emergence date. 2) ERO participants who exercised their oversubscription
Slide 22: What Recoveries Will April Convertible Noteholders Receive?
Each April Noteholder Will Receive Notes and Stock Equal to ~$1.631 of Value for Every $1 Par Face Amount of April Notes The table below reflects distribution of non-contingent recoveries: What recoveries ⁽ ⁾ April Notes Illustrative $1mm Class Total April Noteholder ¹ will April Claim Amount Origin
Slide 23: What Recoveries Will August Convertible Noteholders Receive?
Each August Noteholder Will Receive Notes and Stock Equal to ~$1.203 of Value for Every $1 Par Face Amount of August Notes The table below reflects distribution of non-contingent recoveries: What recoveries ⁽ ⁾ August Notes Illustrative $1mm Class Total August Noteholder ¹ will August Claim Amount O
Slide 24: Thank You.
Thank You. Chapter 11 Hotline: +1 (949) 404-4152, Toll-Free: +1 (888) 765-7875 TeamCoreScientific@stretto.com corescientific.com 24