Core Scientific Announces Pricing of $3.3 Billion of Senior Secured Notes

About this update from Core Scientific, Inc.

AUSTIN, Texas--(BUSINESS WIRE)-- Core Scientific, Inc. (Nasdaq: CORZ) (“Core Scientific” or the “Company”), a leader in digital infrastructure for high-density colocation (“HDC”), today announced that its wholly-owned subsidiary, Core Scientific Finance I LLC (the “Issuer”), has priced an offering of $3.3 billion aggregate principal amount of 7.750% senior secured notes due 2031 (the “Notes”) at an issue price equal to 99.250% of the principal amount thereof. The Notes will be sold 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 (the “Securities Act”), and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act. The offering is expected to close on May 6, 2026, subject to customary closing conditions. 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 LLC, Core Scientific Denton LLC, Core Scientific Dalton LLC, Core Scientific Marble LLC and Core Scientific Muskogee LLC, which, as of the issue date, will constitute the Issuer’s only subsidiaries (the “Subsidiary Guarantors”). The Notes and related note guarantees will be secured by first-priority liens on (i) substantially all assets of the Issuer and the Subsidiary Guarantors, other than certain excluded property, (ii) all equity interests of the Issuer held by Core Scientific Finance Holding LLC, a Delaware limited liability company and the direct parent company of the Issuer, and (iii) certain assets and rights of Core Scientific. Core Scientific will provide a customary completion guarantee with respect to the development and construction of certain datacenters located in Dalton, Georgia; Denton, Texas; Marble, North Carolina; and Muskogee, Oklahoma (collectively, the “Projects”) under which it will fund the Issuer as necessary to ensure the timely completion of the...

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