Core Scientific Prices Upsized $400 Million Convertible Senior Notes Offering

Core Scientific, Inc. (NASDAQ: CORZ) (“Core Scientific” or the “Company”), a leader in digital infrastructure for bitcoin mining and high-performance computing, today announced the pricing of its offering of $400 million aggregate principal amount of 3.00% convertible senior notes due 2029 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering size was increased from the previously announced offering size of $350 million aggregate principal amount of notes. The issuance and sale of the notes are scheduled to settle on August 19, 2024, subject to customary closing conditions. Core Scientific also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $60 million principal amount of notes.

The notes will be senior, unsecured obligations of Core Scientific and 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 repurchased, redeemed or converted. Before June 1, 2029, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after June 1, 2029, noteholders may convert their notes at any time at their election until the close of business on the scheduled trading day immediately before the maturity date. Core Scientific will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at Core Scientific’s election. The initial conversion rate is 90.9256 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $11.00 per share of common stock. The initial conversion price represents a premium of approximately 30.0% over the last reported sale price of $8.46 per share of Core Scientific’s common stock on August 13, 2024. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.