← Core Scientific · FinancingEdit
3.00% Convertible Senior Notes due 2029
Aug 19, 2024 · ClosedTerms of issuance
Instrument
Convertible notes
Principal
$460.0M
Net proceeds
$445.0M
Coupon
3%
Issue date
Aug 19, 2024
Maturity
2029
Seniority
Conversion ratio
90.9091 shares / $1,000 principal
Settlement
Conversion terms
Reference stock price
Conversion premium
n/acalculated from conversion price & reference stock price
Conversion price
$11
Underlying shares
41,818,182calculated: principal ÷ conversion price, unless directly stated
Dilution %
n/acalculated: underlying shares ÷ basic shares outstanding as of issue date
Conversion window opens
Early conversion trigger
Early conversion threshold
n/acalculated: conversion price × trigger %
Economic analysis
Effective annual cost
n/acalculated: coupon + capped-call cost amortized over the note's life — needs coupon, maturity, and (if hedged) capped-call cost
Interest savings vs. plain debt
n/anot shown — would require an assumed comparable straight-debt rate, which we do not fabricate
Implied option value / volatility
n/anot shown — would require an assumed volatility input, which we do not fabricate
Breakeven
n/anot shown — would require assumed reinvestment/discount-rate assumptions, which we do not fabricate
Maturity scenarios
Below $11.00Notes redeemed for cash at maturity (or company's election); no dilution.
Above $11.00In the money — full dilution from conversion, no hedge in place.
Context
Shares outstanding (as of issue date)
n/ano datapoint on or before the issue date
Stock price / market cap (as of issue date)
n/ano price on or before the issue date
Use of proceeds
Repay Exit Facility in full ($61.2M), redeem all 12.50% Secured Notes due 2028 ($150.0M), general corporate purposes
Other financing outstanding (excl. this instrument)
Tranche 1 Warrants (emergence), 96.4M unexercised at 30 June 2026, 0.00% Convertible Senior Notes due 2031 ($625.0M), Senior secured term loan facility ($1.00B), 7.750% Senior Secured Notes due 2031 (Core Scientific Finance I LLC) ($3.30B), AMD warrant, up to 30M shares at $23.47 (12,222 shares per MW leased; ~6.5M vested on 377 MW), Letter of credit facility ($500.0M), Senior secured revolving credit facility ($100.0M)
— of which existing debt
$5.53B
Existing cash
n/anot tracked in the system yet
Anti-dilution adjustment terms
Related acquisition
none
Related deal
none
Related site
none
Sources
ClosedCore Scientific closes $460 million of 3.00% convertible senior notes due 2029
Aug 19, 2024