Core Scientific, Inc. · NASDAQ:CORZ
Core Scientific — Core Scientific, Inc./tx — Corporate Update (December 2023)
43 slides from Core Scientific's corporate update, Dec 4, 2023
Slide 1: Core Scientific, Inc. Emergence Overview
Exhibit 99.1 Core Scientific, Inc. Emergence Overview* December 4, 2023 * 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. Business Overview II. Post-Emergence Capital Structure III. Stakeholder Recoveries IV. Emergence Timeline V. Additional Information 3
Slide 4: Plan Highlights: Maximizing Value for All Stakeholders
Plan Highlights: Maximizing Value for All Stakeholders Common Shareholders as of the Plan Effective Date (expected to be January 5, 2024) are expected to receive $1.08 per share of pre-exchange value based on current assumptions (see page 17 for assumptions) • Includes non-contingent recovery of ~$0
Slide 5: Page References
Page References Disclosure Statement: https://cases.stretto.com/public/X217/12024/PLEADINGS/1202411172380000000029.pdf Current Holders Details Pages 13-18, 30-35 Common Shareholders (Disclosure Statement pg.19-21) Pages 13-14, 19, 38-40 April Convert Holders (Disclosure Statement pg. 6-14) Pages 13-
Slide 6: I. Business Overview
@ core SCIENTIFIC I. Business Overview
Slide 7: Transforming Energy into High-Value Compute with Superior Efficiency at Scale
Core Scientific OTC: CORZQ Transforming Energy into High-Value Compute with Superior Efficiency at Scale ~145,000 $360.5M 5 U.S. States 724MW Company-Owned 2023 Revenue Data Center Locations Current Operational (1) (1) Bitcoin Miners through Sept 30 (Unaudited) Capacity 15.1 EH/s ~32 BTC/Day +16,000
Slide 8: We Forecast Consistent Growth in Capacity and Revenue
MW Capacity We Forecast Consistent Growth in Capacity and Revenue Forecast Fleet Size and MW Capacity Forecast Annual Revenue ($ Millions) 300 1,200 1096 996 279 968 250 1,000 896 247 102 833 796 200 215 800 724 102 696 182 583 102 150 600 102 145 867 100 400 731 594 57 57 57 57 57 481 50 200 0 0 Oc
Slide 9: II. Post-Emergence Capital Structure
II. Post-Emergence Capital Structure 9
Slide 10: 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 11: Five-Year Debt Maturity Schedule
Five-Year Debt Maturity Schedule 2024-2028 ($ in millions) $450 $405 $375 $300 $210 $225 $180 $150 $75 $25 $21 $- 2024 2025 2026 2027 2028 New Delayed Draw Term Loan New Secured Notes New Secured Convertible Notes (If Not Converted) Miner Equipment Loans (1) Other Debt Total Note: Based on expected
Slide 12: 25:1 Share Exchange
25:1 Share Exchange For Every Twenty-Five Shares You Own as of the Effective Date / Record Date (Expected to Be January 5, 2024), You Will Receive At Least One Share of New Common Stock (And New Warrants) (1) The Company is contemplating a 25:1 exchange of current Core Scientific shares for initial
Slide 13: III. Stakeholder Recoveries
III. Stakeholder Recoveries 13
Slide 14: Action Required
Action Required Common Shareholders • Plan Voting: Submit a ballot to vote on whether to accept the Plan no later than December 13, 2023 (see page 27 for instructions on how to vote). • Plan Distributions: Common shareholders as of the Effective Date (expected to be January 5, 2024) do not need to t
Slide 15: Common Shareholder Recovery and Rights Offering Overview
Common Shareholder Recovery and Rights Offering Overview Common Shareholders as of the Effective Date / Record Date (Expected to Be January 5, 2024) Receive, for Every 25 Shares Owned Initial Distribution at Emergence 1) 1 share of New Common Stock 2) 2.4 Tranche 1 Warrants 3) 2.0 Tranche 2 Warrants
Slide 16: Common Shareholders Receive New Common Stock and Two Tranches of Warrants
Each Common Shareholder Holding Shares at the Plan Effective Date (Expected to Be January 5, 2024) Will Receive New Common Stock and Two Tranches of Warrants Example For Every 25 Shares of Pre-Emergence Common Stock You Own, You Will Receive: What Will Current (1) INITIAL DISTRIBUTION EXPECTED ADDIT
Slide 17: New Common Stock and Warrant Terms
Each Common Shareholder Holding Shares at the Plan Effective Date (Expected to Be January 5, 2024) Will Receive New Common Stock and Two Tranches of Warrants A B C 1 share of New Common Stock for 2.4 Tranche 1 warrants 2.0 Tranche 2 warrants every 25 existing Core shares New Common Stock (Initial 3-
Slide 18: Right to Buy New Shares via Equity Rights Offering
Shareholders as of November 16, 2023 Have Right to Buy New Shares in the Reorganized Company via ERO 1) Each shareholder (as of the ERO record date of November 16, 2023) can purchase new shares equivalent to 0.42 shares in the existing Company 2) ERO purchase price equivalent to $0.34 per share – a
Slide 19: April Noteholder Recovery
Each April Noteholder Will Receive Notes and Stock Equal to ~$1.628 of Value for Every $1 Par Face Amount of April Notes What The table below reflects distribution of non-contingent recoveries: ⁽ ⁾ April Notes Illustrative $1mm Recoveries Class Total April Noteholder ¹ Claim Amount ⁽ ⁾ Will April Or
Slide 20: August Noteholder Recovery
Each August Noteholder Will Receive Notes and Stock Equal to ~$1.201 of Value for Every $1 Par Face Amount of August Notes The table below reflects distribution of non-contingent recoveries: What ⁽ ⁾ August Notes Illustrative $1mm Class Total August Noteholder ¹ Recoveries Claim Amount ⁽ ⁾ Original
Slide 21: IV. Emergence Timeline
@ core SCIENTIFIC IV. Emergence Timeline
Slide 22: Plan and ERO Timeline
Plan and ERO Timeline (1) Event Description Illustrative Date / Timing Only holders of Core common stock as of this date may Equity Rights Offering Record Date November 16, 2023 participate in the Equity Rights Offering End of Rights Offering Subscription Period / Deadline to submit Rights Offering
Slide 23: Q&A
@ core SCIENTIFIC Q&A
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
Slide 25: V. Additional Information
V. Additional Information 25
Slide 26: A. Plan Voting FAQs
@ core SCIENTIFIC A. Plan Voting FAQs
Slide 27: Plan Voting (Existing Common Shareholders)
Plan Voting (Existing Common Shareholders) What am I being asked to vote on and what do I need to do to vote? • You are being asked to vote on two matters: 1) whether to vote to accept the Plan, to reject the Plan, or to abstain and 2) whether to “opt out” of the release provisions contained in sect
Slide 28: B. Other FAQs
@ core SCIENTIFIC B. Other FAQs
Slide 29: Supporting FAQs
Supporting FAQs • What is the purpose of these FAQ? • On Nov. 17, 2023, the Bankruptcy Court authorized Core Scientific, Inc. and affiliated debtors (collectively, the “Debtors”) to solicit votes on the Chapter 11 Plan of Reorganization. • The Debtors prepared these FAQ to provide responses to quest
Slide 30: C. Current Common Shareholders Additional Information
C. Current Common Shareholders Additional Information 30
Slide 31: Current Common Shareholders
Current Common Shareholders What is the total value of current common shareholders’ recovery under the Plan? • The precise value current common shareholders will receive under the Plan is unknown at this time. It will depend on certain contingencies that may occur before or after the Effective Date.
Slide 32: Current Common Shareholders (cont'd)
Current Common Shareholders (cont’d) What issues impacting common shareholder recoveries will not be resolved as of the Effective Date? • As a result of certain contingencies, common shareholder recoveries will remain unknown on the Effective Date. One significant contingency is the final amount of
Slide 33: Current Common Shareholders (cont'd)
Current Common Shareholders (cont’d) How many shares of new common stock will existing common shareholders receive? • Core Scientific has decided to have a lower number of outstanding shares of stock post-reorganization as compared to the number of common shares currently outstanding. • The number o
Slide 34: Primary Assumptions and Potential Impact
Current Common Shareholders Primary Assumptions and Potential Impact Aggregate Value Impact to Existing Shareholders ($) Description Upside Downside > Cash may be higher than > Cash may be lower than > The Company forecasts having approx. $56 million of balance sheet cash projected projected at emer
Slide 35: Primary Assumptions and Potential Impact (Cont'd)
Current Common Shareholders Primary Assumptions and Potential Impact (Cont’d) Aggregate Value Impact to Existing Equity ($) Description Upside Downside > Company raises a $37.1 million > Company assumes it will raise $55 million of proceeds in the ERO (i.e., > Company raises a $55 million ERO (i.e.,
Slide 36: D. Equity Rights Offering Additional Information
D. Equity Rights Offering Additional Information 36
Slide 37: Equity Rights Offering (ERO)
Equity Rights Offering (ERO) What do holders of Existing Common Interests need to do to participate in the ERO? • The ERO commenced on November 20, 2023 and ends at 5:00 pm ET on December 11, 2023. • All holders of common stock in Core Scientific, Inc. (and certain other equity interests, including
Slide 38: E. April Convertible Notes Additional Information
E. April Convertible Notes Additional Information 38
Slide 39: April Convertible Notes (cont'd)
April Convertible Notes (cont’d) What are the terms of the definitive (non-contingent) consideration April Noteholders will receive under the Plan? 1. New Secured Notes (DS pg. 8) a. Total principal $150mm (shared by all Holders of April Notes) b. Interest: 12.5% per annum, payable in cash quarterly
Slide 40: April Convertible Notes (cont'd)
April Convertible Notes (cont’d) What additional (contingent) consideration may be available to April Noteholders under the Plan? 1. ERO Shortfall Equity Distribution a. Additional common stock with a total value of up to approximately $15 million if the ERO results in proceeds of less than approxim
Slide 41: F. August Convertible Notes Additional Information
F. August Convertible Notes Additional Information 41
Slide 42: August Convertible Notes (cont'd)
August Convertible Notes (cont’d) What are the terms of the definitive (non-contingent) consideration August Noteholders will receive under the Plan? 1. New Secured Convertible Notes (DS pg. 8) a. Total principal $260mm (shared by all Holders of April and August Notes) b. Interest: at Core Scientifi
Slide 43: August Convertible Notes (cont'd)
August Convertible Notes (cont’d) What additional (contingent) consideration may be available to August Noteholders under the Plan? 1. ERO Shortfall Equity Distribution a. New Common Interests with a total value of up to approximately $15 million if the ERO results in proceeds of less than approxima
Core Scientific, Inc./tx — Corporate Update (December 2023) on 6ix