Core Scientific, Inc./tx 8-K

What Happened

• Core Scientific announced on May 6, 2026 that its wholly‑owned indirect subsidiary, Core Scientific Finance I LLC (the Issuer), completed a private offering of $3.3 billion aggregate principal amount of 7.750% Senior Secured Notes due May 15, 2031. The Notes were issued at 99.250% of principal and the Issuer estimates net proceeds of approximately $3.24 billion.
• Proceeds will fund a debt service reserve account and the remainder will be distributed to Core Scientific. Core Scientific used part of those proceeds to repay in full the outstanding borrowings under the Delayed‑Draw Bridge Credit Agreement (the Bridge Facility), a $1.0 billion delayed‑draw term loan, and all associated liabilities were released on May 6, 2026.

Key Details

• Size and terms: $3.3 billion principal; 7.750% interest, payable semi‑annually May 15 and Nov 15 beginning Nov 15, 2026; maturity May 15, 2031; issued at 99.250%.
• Amortization & payments: Principal amortizes semi‑annually; initially structured to equal 11.50% per year (paid in semiannual installments) until repaid in full, subject to indenture adjustments and certain deferrals.
• Security & guarantees: Notes are senior secured obligations of the Issuer, fully and unconditionally guaranteed by five subsidiary guarantors (Core Scientific Austin LLC; Denton LLC; Dalton LLC; Marble LLC; Muskogee LLC) and secured by first‑priority liens on substantially all assets of the Issuer/Subsidiary Guarantors, equity interests in the Issuer held by Core Scientific Finance Holding LLC (Holdco), and specified Parent Collateral.
• Parent completion guarantee: Core Scientific provided an uncapped Completion Guarantee (for certain Projects, excluding the Austin campus) that requires funding to complete those Projects if issuer funds are insufficient. This Completion Guarantee is not a guarantee of the Notes themselves.
• Bridge facility repaid: The $1.0 billion Bridge Facility (Delayed‑Draw Bridge Credit Agreement) was repaid and terminated using notes proceeds on May 6, 2026.

Why It Matters

• The financing secures multi‑year funding of Core Scientific’s projects and operations and eliminates the near‑term $1.0B bridge loan obligation, reducing immediate refinancing pressure. The Notes are senior secured and include substantial amortization and collateral protections, which affect creditor priority and cash flow planning.
• Investors should note the substantial new long‑term secured debt on Core Scientific’s consolidated capital structure, the semi‑annual principal amortization schedule, and the Parent Completion Guarantee (which can require Core Scientific to fund project completion). The indenture also contains customary covenants and default events that apply to the Issuer and Subsidiary Guarantors.