JWCA advises Core Scientific on its upsized zero coupon $625 million convertible issuance

December 2024 | read press release

Transaction Background

Following a well received convertible issuance in August 2024, Core Scientific (“CORZ” or the “Company”) successfully raised $625 million (inclusive of greenshoe) in the convertible market at attractive terms (0.00% coupon and 42.5% conversion premium)

CORZ continued to take advantage of strong underlying convertible market conditions and recent momentum in its stock to successfully execute the issuance (stock has nearly doubled since its prior issuance in August 2024)

Core Scientific’s objectives for the convertible financing transaction included:

• Raise attractively priced unsecured, covenant free capital for general corporate purposes

JWCA provided extensive analysis for CORZ on deal structuring and related items, such as:

• Convertible structuring including customized investor put option designed to reduce coupon 

• Analysis of pricing mechanisms (VWAP vs. Close)

• Execution strategy and timing

• Syndicate structure and precedent data

• Investor composition considerations

• Shareholder messaging

JWCA provided advice, support and analysis throughout the negotiation and execution process

Results

Core Scientific’s second convertible financing transaction of 2024 was very well received by investors:

• The transaction was multiple times oversubscribed, leading to the issue being upsized by 10%

• Priced at the company-friendly end of the marketed conversion premium range

• Represents the fourth upsized U.S. convertible issuance with a zero-coupon in 2024 at the time of pricing

This is JWCA’s second advisory assignment for the Company after advising CORZ on its prior convertible issuance in August 2024