Latham & Watkins Advises on Core Scientific's Increased US$550 Million Convertible Senior Notes Offering.
Core Scientific has announced the pricing of its upsized $550 million offering of 0.00% convertible senior notes due 2031. The offering, initially set at $500 million, will settle on December 5, 2024. The notes are senior, unsecured, and carry no regular interest, maturing on June 15, 2031, unless converted or repurchased earlier.
The initial conversion price is approximately $22.49 per share, a 42.5% premium over its recent stock price. Core Scientific also granted an option to purchase up to an additional $75 million in notes within 13 days.
Core Scientific's convertible senior notes can be repurchased for cash at the noteholders' option on December 15, 2027, and in the event of a "fundamental change," noteholders may also require repurchase for cash. The repurchase price includes the principal amount plus any accrued interest.
The company estimates net proceeds of approximately $535.6 million, or $608.7 million if the option for additional notes is fully exercised. The proceeds will be used for general corporate purposes. The notes and any shares issued upon conversion are exempt from registration under the Securities Act.
Core Scientific is a leading technology company focused on digital infrastructure, high-performance computing, and blockchain solutions, with a primary focus on Bitcoin mining. Based in the U.S., Core Scientific operates large-scale data centers that provide advanced computing power for blockchain, AI, and other industries.
The company is known for its innovative approach and commitment to sustainability, offering efficient and environmentally responsible solutions. Through strategic partnerships and continuous innovation, Core Scientific is shaping the future of digital infrastructure while prioritizing customer success.
Latham & Watkins LLP is advising the initial purchasers in the offering, with a capital markets team led by partners Greg Rodgers and Andrew Blumenthal, supported by associates Ryan Gold, Andrew Bentz, Adam Weber, Karysa Norris, and Dylan Joseph Shamoon. Partner Aaron Bernstein and associate James Aldred provided guidance on tax matters.
