Core Scientific Reports Financial Obligations and Equity Sales

TL;DR

Core Scientific is back, filing new debt and selling stock post-bankruptcy.

AI Summary

On August 13, 2024, Core Scientific, Inc. entered into a material definitive agreement related to its emergence from bankruptcy. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. This filing details the company's financial restructuring and ongoing operational activities.

Why It Matters

This filing indicates Core Scientific is actively managing its financial obligations post-bankruptcy, which could impact its future financial stability and stock performance.

Risk Assessment

Risk Level: medium — The company is emerging from bankruptcy and engaging in new financial obligations and equity sales, which carries inherent risks related to its financial health and market position.

Key Players & Entities

• Core Scientific, Inc. (company) — Registrant
• August 13, 2024 (date) — Date of earliest event reported
• Power & Digital Infrastructure Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.00001 — ich registered Common stock, par value $0.00001 per share CORZ The Nasdaq Global Selec
• $6.81 — of common stock at an exercise price of $6.81 per share CORZW The Nasdaq Global Sel
• $0.01 — of common stock at an exercise price of $0.01 per share CORZZ The Nasdaq Global Sel
• $460.0 million — ed private offering (the "Offering") of $460.0 million aggregate principal amount of its 3.00%
• $60.0 million — option to purchase up to an additional $60.0 million aggregate principal amount of Notes. Th
• $1,000 — ement Period") if the trading price per $1,000 principal amount of Notes for each trad
• $11.00 — itial conversion price of approximately $11.00 per share of Common Stock. The conversi
• $100.0 million — f the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are
• $25,000,000 — btedness for borrowed money of at least $25,000,000; (vii) the rendering of certain judgmen
• $445.0 m — from the Offering will be approximately $445.0 million, after deducting the initial purc
• $61.2 million — xpenses. The Company used approximately $61.2 million of the net proceeds from the Offering t
• $150.0 million — o on January 23, 2024 and approximately $150.0 million of the net proceeds from the Offering t
• $400 Million — ntitled "Core Scientific Prices Upsized $400 Million Convertible Senior Notes Offering," dat

Filing Documents

• core-20240813.htm (8-K) — 54KB
• ex41indenture.htm (EX-4.1) — 889KB
• ex991launchpressrelease.htm (EX-99.1) — 13KB
• ex992pricingpressrelease.htm (EX-99.2) — 14KB
• ex993noticeofredemption202.htm (EX-99.3) — 11KB
• image_0.jpg (GRAPHIC) — 1KB
• image_1.jpg (GRAPHIC) — 2KB
• image_2.jpg (GRAPHIC) — 2KB
• image_3.jpg (GRAPHIC) — 2KB
• image_4.jpg (GRAPHIC) — 1KB
• image_5.jpg (GRAPHIC) — 2KB
• 0001628280-24-037702.txt ( ) — 1324KB
• core-20240813.xsd (EX-101.SCH) — 3KB
• core-20240813_def.xml (EX-101.DEF) — 17KB
• core-20240813_lab.xml (EX-101.LAB) — 30KB
• core-20240813_pre.xml (EX-101.PRE) — 17KB
• core-20240813_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 19, 2024, Core Scientific, Inc. (the "Company") completed its previously announced private offering (the "Offering") of $460.0 million aggregate principal amount of its 3.00% Convertible Senior Notes due 2029 (the "Notes"), which includes the exercise in full of the initial purchasers' option to purchase up to an additional $60.0 million aggregate principal amount of Notes. The Notes were issued pursuant to, and are governed by, an indenture (the "Indenture"), dated as of August 19, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Notes will accrue interest at a rate of 3.00% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2025. The Notes will mature on September 1, 2029, unless earlier converted, redeemed or repurchased by the Company. Noteholders may convert their Notes at their option only in the following circumstances: (i) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on December 31, 2024, if the last reported sale price per share of the Company's common stock, $0.00001 par value per share (the "Common Stock"), exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (ii) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the "Measurement Period") if the trading price per $1,000 principal amount of Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share of the Common Stock on such trading day and the conversion rate on such trading day; (iii) upon the occurrence of certain corpor

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the Purchase Agreement dated August 13, 2024 by and among the Company and the initial purchasers. The Notes and the shares of Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any shares of the Common Stock that may be issued upon conversion of the Notes will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock. Initially, a maximum of 54,373,518 shares of Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 118.2033 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

01 Other Events

Item 8.01 Other Events. Press Releases On August 13, 2024, the Company issued a press release announcing the proposed Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. On August 14, 2024 , the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. A copy of the redemption notice is attached hereto as Exhibit 99.3 and incorporated herein by reference. Redemption of the Secured Notes On August 19, 2024, the Company issued a redemption notice for the Secured Notes with a redemption date of September 3, 2024.

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits (d) Exhibits: Exhibit No. Description 4.1 Indenture, dated as of August 19, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee. 4.2 Form of Global Note, representing the Company's 3.00% Convertible Senior Notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.1). 99.1 Press release entitled "Core Scientific Announces Proposed Convertible Senior Notes Offering," dated August 13, 2024. 99.2 Press release entitled "Core Scientific Prices Upsized $400 Million Convertible Senior Notes Offering," dated August 14, 2024. 99.3 Notice of Full Redemption of 12.50% Secured Notes due 2028 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Core Scientific, Inc. Dated: August 19, 2024 By: /s/ Todd M. DuChene Name: Todd M. DuChene Title: Chief Legal Officer and Chief Administrative Officer

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View this 8-K filing on SEC EDGAR