Core Scientific, Inc./tx files 8-K: Regulation FD disclosure
On April 21, 2026, Core Scientific, Inc. (the “Company”) announced a proposed offering of $3.3 billion aggregate principal amount of senior secured notes due 2031 (the “Notes”) in a private offering (the “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 Notes will be issued by Core Scientific Finance I LLC (the “Issuer”), an indirect subsidiary of the Company, and will be 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 collectively represent the Issuer’s only subsidiaries (the “Subsidiary Guarantors”). The Company is not issuing any securities in connection with the Offering, nor is the Company guaranteeing the Notes proposed to be issued by the Issuer in the Offering.
The Issuer intends to use a substantial portion of the net proceeds from the Offering to pay a distribution to the Company, which the Company intends to use in part to repay in full its outstanding delayed draw term loans, including accrued interest thereon and fees and expenses in connection therewith, under that certain Delayed-Draw Bridge Credit Agreement, dated as of March 4, 2026 (as amended by Amendment No. 1 to Delayed-Draw Bridge Credit Agreement, dated as of March 18, 2026), by and among the Company, as borrower, the lenders party thereto from time to time and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent.
The Company is herein furnishing certain supplemental information included in Exhibit 99.2 hereto and incorporated herein by reference that is being provided to potential investors in connection with the Offering.
Special Note Regarding Forward-Looking Statements
Core Scientific Announces Proposed Offering of $3.3 Billion of Senior Secured Notes
AUSTIN, Texas, April 21, 2026 — 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”), intends to offer, subject to market conditions and other factors, $3.3 billion aggregate principal amount of senior secured notes due 2031 (the “Notes”), 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 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 Projects in the event that the proceeds of the
Notes and other available funds are insufficient to do so.
The offering is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the offering may be completed.
The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.