Business Context and Reporting Period
Core Scientific, Inc. (CORZ) filed a Form 8-K on August 25, 2026, reporting the entry into a Material Definitive Agreement. The filing details a new credit facility arrangement executed on the Closing Date of August 25, 2026.
Key Financial Metrics and Facility Terms
- Revolving Credit Facility: Up to $100.0 million principal amount.
- Letter of Credit (L/C) Facility: Up to $500.0 million principal amount.
- Outstanding Balance: $0 as of the Closing Date.
- Maturity: Third anniversary of the Closing Date, extendable to the fourth anniversary at the Company's election.
- Interest Rates: Adjusted Term SOFR + 1.750% or Alternate Base Rate + 0.75%.
- Fees: 1.750% per annum on L/C face amount; 0.125% quarterly fronting fee on L/Cs; 0.250% per annum commitment fee on unused portions.
- Collateral: First-priority lien on substantially all assets of the Company and Guarantors.
Material Changes and Covenants
The filing establishes new financial obligations and covenants not present in prior periods. Key restrictive covenants include limitations on incurring additional indebtedness, creating liens, consolidating, making acquisitions, paying dividends, or repurchasing shares. The agreement introduces specific financial maintenance requirements:
- Liquidity Covenant: Unrestricted cash plus available undrawn commitments must not be less than $150.0 million as of the last day of each fiscal quarter.
- Market Capitalization Condition: A minimum market capitalization of $3,000.0 million is required as of market close on the trading day immediately preceding any borrowing under the Revolving Credit Facility.
Guidance, Outlook, and Risks
Proceeds from the Revolving Credit Facility are designated for general corporate purposes and working capital needs. Letters of Credit are intended to provide credit support for utility agreements and other corporate purposes. The filing notes customary events of default, including failure to pay principal/interest, covenant breaches, and bankruptcy or insolvency events. The filing text does not provide specific forward-looking revenue or earnings guidance beyond the terms of this credit agreement.
Investor Verification Checklist
- Verify the Company's current market capitalization to assess eligibility for future borrowings under the $3,000.0 million threshold.
- Confirm current unrestricted cash balances to ensure compliance with the $150.0 million quarterly liquidity covenant.
- Review the full Credit Agreement (Exhibit 10.1) for specific definitions of "Guarantors" and asset exclusions from the lien.
- Monitor the Company's ability to meet the interest rate and fee obligations associated with the $500.0 million L/C facility.