TL;DR:
Core Scientific announced plans to issue $3.3 billion in senior secured notes due 2031, in a private placement targeting qualified institutional buyers under Rule 144A of the U.S. Securities Act, and non-U.S. persons outside the country under Regulation S.
According to the press release, the notes will be fully and unconditionally guaranteed by five subsidiaries of Core Scientific. The backing will be secured by first-priority liens on substantially all assets of the issuer and the guarantors, as well as on certain assets and rights of the parent company.
The issuer will use the net proceeds to fund a debt service reserve account, and will distribute the remainder to Core Scientific. The parent company, in turn, will apply a portion of that distribution to repay in full the outstanding loans under the previously announced 364-day credit facility, together with accrued interest and associated costs.
The transaction is part of the development of data centers in Dalton, Georgia; Denton, Texas; Marble, North Carolina; and Muskogee, Oklahoma. Core Scientific will assume a completion guarantee over those projects, committing to fund the issuer should the placement proceeds prove insufficient to complete construction.
The company aims to provide high-density colocation services for artificial intelligence clients, progressively moving away from bitcoin mining. Last March, JPMorgan Chase Bank added approximately $500 million to the company’s credit facility, complementing the $500 million from Morgan Stanley to bring the total to $1 billion. The company also indicated that it will sell the majority of its bitcoin holdings in 2026 to fund this expansion.
