Core Scientific announced that its wholly owned subsidiary, Core Scientific Finance I, intends to offer $3.3 billion in senior secured notes due 2031 in a private placement, subject to market conditions and other factors. The offering will be made to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S.
The company plans to use proceeds from the offering to fund a debt service reserve account, with the remaining funds distributed to Core Scientific. A portion of those proceeds will be used to fully repay outstanding delayed draw term loans under its previously announced 364-day credit facility, including accrued interest and associated fees.
The notes will be fully and unconditionally guaranteed by several Core Scientific subsidiaries, including Core Scientific Austin, Core Scientific Denton, Core Scientific Dalton, Core Scientific Marble, and Core Scientific Muskogee. And they will be secured by first-priority liens on substantially all assets of the issuer and guarantors, certain equity interests, and select company assets.
Core Scientific will also provide a completion guarantee tied to the development of key data center projects in Dalton, Georgia; Denton, Texas; Marble, North Carolina; and Muskogee, Oklahoma. Under this arrangement, the company will fund any shortfall needed to ensure timely completion of these facilities.
The offering remains subject to market conditions, and there is no assurance regarding its timing or final terms. The notes have not been registered under U.S. securities laws and will not be offered publicly in the United States without registration or an applicable exemption.
Core Scientific operates large-scale, purpose-built data centers focused on high-density colocation services and digital infrastructure. The company is increasingly shifting its business toward colocation and infrastructure services, while repurposing legacy facilities to support this transition.
