Repaid With Proceeds From the Notes: Core Scientific's Form 8-K on Its Senior Secured Notes and Its Bridge Facility

Core Scientific, which its own release calls "a leader in digital infrastructure for high-density colocation," filed a Form 8-K dated May 6, 2026. On that day, the filing says, a wholly owned indirect subsidiary completed a private offering of $3.3 billion of 7.750% Senior Secured Notes due 2031. On the same day the company repaid, "with proceeds from the issuance and sale of the Notes, all of the borrowings outstanding" under a bridge credit agreement dated March 4, 2026. Parts of the filing, and of the release attached to it, follow, not the whole.

From a Bridge to Notes

The bridge was a senior secured delayed-draw term loan facility "in an aggregate principal amount of up to $1,000.0 million," the filing says. The release of April 22, 2026, which announced the pricing of the notes, describes the same use of proceeds and calls the facility "its previously announced 364-day credit facility." With the repayment, "all liabilities, obligations and indebtedness under the Bridge Credit Agreement were released, discharged and satisfied in full."

The notes were issued at 99.250% of their principal amount. The issuer intends to use the net proceeds to fund a debt service reserve account and to pass the rest to Core Scientific as a distribution. Core Scientific, in turn, "intends to use a portion of the net proceeds it receives from the Issuer to repay in full its outstanding delayed draw term loans under the Bridge Facility." A portion, the filing says. It does not say how large a portion.

What Stands Behind the Notes

The notes "will be fully and unconditionally guaranteed" by the issuer's subsidiaries, which as of the issue date, the filing says, are its only subsidiaries. The notes are secured by first-priority liens on substantially all assets of the issuer and those guarantors, "other than certain excluded property," on the equity of the issuer held by its parent, and on what the filing calls the Parent Collateral.

The principal "will amortize on a semi-annual basis on May 15 and November 15 of each year in an initial amount equal to 11.50% per annum of the principal amount of the Notes outstanding on the issue date, until the Notes have been repaid, repurchased, redeemed or otherwise discharged in full." No amortization is payable before what the indenture calls the First Installment Payment Date. The required amortization "shall be subject to adjustment in case of partial redemption or repurchase or, in certain circumstances, the issuance of additional Notes, and shall be subject to deferral in case of a Datacenter Lease Termination Event."

That event appears again under redemption. If it occurs, the issuer may redeem all or part of the notes at a price equal to their principal amount, plus accrued and unpaid interest. "Subject to certain exceptions," the issuer must also "apply 100% of the proceeds of any Datacenter Lease MRC (as defined in the Indenture) to redeem the Notes." The filing leaves the meaning of both terms to the indenture.

A reader of the filing alone cannot tell what counts as a Datacenter Lease Termination Event, and the notes' amortization can be deferred on one.

The indenture limits the ability of the issuer and its guarantors, among other things, to "incur or guarantee additional indebtedness" and to "consummate certain asset sales," and the covenants "are subject to a number of important qualifications and exceptions as set forth in the Indenture." The filing adds that "None of Core Scientific or any of its subsidiaries (other than the Issuer, its subsidiaries and HoldCo) will be subject to any of the restrictive covenants in the Indenture."

A Guarantee of Completion

Core Scientific "will provide a customary, uncapped completion guarantee for the benefit of the holders of the Notes" for the projects defined in the indenture, other than its campus in Austin, Texas. The release of April 22 describes the guarantee as covering certain data centers in Dalton, Georgia; Denton, Texas; Marble, North Carolina; and Muskogee, Oklahoma. The guarantee requires Core Scientific to fund their completion "in the event that the proceeds of the Notes and other available funds are insufficient to do so."

"The Completion Guarantee is not a guarantee of the notes, and the Notes are not guaranteed by Core Scientific."

The filing's account of the indenture, it says, "is a summary and is not complete." How much of the new money went to the bridge?