Core Scientific, Inc. (CORZ)
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Investor Update

Dec 4, 2023

Adam Sullivan
CEO, Core Scientific

Good day. My name is Adam Sullivan, CEO of Core Scientific. We've been hard at work over the past 11 months, building a plan that positions our company for a successful emergence from Chapter 11 reorganization and for continued growth thereafter. I am pleased to have the opportunity to discuss the details of that plan with you today. Here are the key takeaways up front. First, we believe that our plan addresses the needs of our key stakeholders and provides meaningful recovery and upside potential. Second, we are excited about the strength of our business, our growth plans, and our potential to create shareholder value. Last, we appreciate your confidence in and support for the entire Core Scientific team. Please read our legal disclaimer, which is available either by pausing this webcast or via the link to the presentation on corescientific.com.

This presentation is solely for informational purposes and is only a summary of our plan. This presentation contains projections and other forward-looking information that may not be achieved and are subject to risks, including those risks disclosed in the disclosure statement and in the company's SEC documents, which are available through our website and the SEC website. For additional details, all shareholders and creditors should read our plan and disclosure statement that is available via link on slide five. Today, we will be covering several key topics, including a brief overview of our existing business and growth plan, an overview of our post-emergence capital structure, the expected recovery for existing stakeholders and details on the Equity Rights Offering, and our planned emergence timeline. We will end our presentation with a question and answer session containing questions received from investors.

The full presentation file, available in the investor section of our website under Events and Presentations, includes additional FAQ pages with supporting information. The plan we are reviewing today is designed to maximize value for all stakeholders in Core Scientific in four very important ways. One, by providing common shareholders with an expected $1.08 per share of pre-exchange value. Two, by providing convertible noteholders with original par plus accrued interest and accretion. Three, by recapitalizing and de-levering our balance sheet. And four, through the $55 million Equity Rights Offering at a $0.34 per pre-exchange share. We will discuss these in more detail in the ensuing slides. For your convenience, we have detailed the specific pages in this document that each security holder would want to reference to their individual security.

We have also provided a link to the disclosure statement, which has additional details related to each of the items we are walking through today, and relevant page references within that document. Before we describe the key elements of our emergence plan, I'd like to take a moment to highlight the strength of our business and the growth plan we are executing that positions us for continued leadership in our market. As a leader in the Bitcoin mining space, we have generated more Bitcoin in our facilities than any other publicly listed Bitcoin miner, totaling more than 11,600 Bitcoin. Including Bitcoin mined for our hosting customers, our data centers have generated more than 16,000 Bitcoin year to date through the end of October.

We generated our self-mined Bitcoin with our 15.1 EH/s fleet, to which we will be adding an additional 6.6 EH/s that is contracted and expected to be delivered over the next seven months. We operate seven facilities across five states with a total operational capacity of 724 MW. The chart on the left shows our forecast megawatt and fleet size for the next 4 years. As you can see from the line at the top, we forecast infrastructure growth of an additional 372 MW as we complete partially developed infrastructure at our 2 Texas sites.

These additional megawatts represent a significant business opportunity for Core, as their incremental cost is approximately $200,000 per megawatt due to much of the long lead items having already been installed, which lowers our future build-out costs and execution risk and shortens our timeline to completion. Throughout the course of building out our additional capacity, we will be executing a refresh of our miner fleet while also filling out additional capacity with new machines. We expect the growth and refresh of our fleet to produce 18% annualized revenue growth over the next four years. As our top line grows, we expect to gain operating leverage that will lead to margin expansion. Now let's review our post-emergence capital structure. We have worked hard to construct a capital structure that we believe is both manageable and accommodating to the future of Core Scientific and to our stakeholders.

Our plan provides a pathway to significant debt reduction and even a potential net cash position upon the conversion of the convertible notes and exercise of the Tranche One warrants, which would both depend on an increase in our share price from emergence. The important takeaways from our proposed capital structure are: we are reducing debt from $1.1 billion- $724 million at emergence, of which $260 million is convertible to equity. We are providing for equity holders to recover nearly 50% of their ownership, depending on the outcome of disputed claims, with upside potential above that, and we are positioned to relist with a market capitalization of nearly $800 million. Now, let's review some of the details on this slide, starting with the capital structure....Total debt of $724 million at emergence.

Excess cash is the lowest forecasted balance in our business plan over the next three years, above the minimum $20 million cash balance required for our business. We do not plan to maintain less than $35 million of cash on hand at any point. Excess cash is different from cash on balance sheet. We expect to emerge with $56 million of cash on balance sheet, putting us in a strong cash position. This leads to a total net debt of $709 million. As a reminder, our planned Total Enterprise Value is $1.5 billion, so subtracting $709 million in total net debt results in a planned equity value of $791 million. Next, let's review existing shareholders ownership at emergence.

Based on current assumptions, existing shareholders have the potential to recover up to 49% of the company's equity at or after emergence. This number is dependent on the potential distribution of additional shares to shareholders after disputed claims are resolved. These additional shares equal approximately 15% of outstanding equity at emergence. After conversion of the convertible notes and exercise of both warrants, existing equity holders may own up to 65% of the total outstanding equity. Based on the cash exercise of the Tranche One warrants, with the proceeds applied to paying down debt, we would have no debt outstanding and significant cash on balance sheet. Now, let's review the scheduled maturity of our debt post-emergence. We are very comfortable with this plan, the resulting debt levels, and the potential to reduce it entirely.

With minimal debt amortization in 2024 and 2025, we believe this schedule will provide ample opportunity for us to pay down debt as the opportunity arises over the course of the next few years. The maturity shown in 2028 is mainly influenced by a $260 million convertible note, which has a mandatory conversion into equity at a $2.1 billion Total Enterprise Value or a $0.76 pre-exchange stock price based on our assumptions today. A common question we have received from investors relates to the planned exchange of shares. Shares currently trading in the market today will be exchanged at a ratio of 25-to-1 for each new share in reorganized Core Scientific. Shareholders, as of the effective date, will also receive both Tranche One and Tranche Two warrants.

The record date for receiving both the new stock and these new warrants is expected to be January fifth, meaning that if you are holding the existing common shares on that day, you will receive the new shares in both tranches of warrants that will be exercisable for new shares in reorganized Core Scientific. The warrants that are currently trading will be canceled as part of the bankruptcy process. These are distinct from the new warrants that will be given to existing equity holders as part of the exchange. Now that we have described the capital structure and share exchange, let's address what actions stakeholders will need to take and what securities each of our stakeholders will receive. Existing common shareholders and note holders who wish to vote on the plan or opt out of the consensual releases must submit their ballots by December thirteenth.

Existing common shareholders do not need to take any action, including voting on the plan, to receive your new Core shares and warrants as long as you are the shareholder of record as of the effective date, which is expected to be January 5th. Existing note holders do not need to take any actions or vote on the plan to receive their recovery under the plan. If you qualify for and wish to participate in the ERO, please review the instructions on Page 37 of this presentation. Holders should contact their brokers for more information. I described the exchange process and actions required, and now I will provide more details on shareholder recovery. The important point here is that we have created seven different forms of recovery for existing shareholders. New shares and warrants comprise the first six, which we will detail on the next slide.

The seventh is the Equity Rights Offering. Shareholders as of the Equity Rights Offering record date of November 16th also have the opportunity to participate in the offering, which enables you to purchase a certain number of new shares in Core Scientific at a 30% discount to the planned value. As a note, the shares that will be received through the Equity Rights Offering are new shares. They will not receive the associated warrants or potential for the additional possible distributions, and they will be freely tradable post-emergence. The first six forms of shareholder recovery that I referred to a moment ago are as follows: For every 25 shares you hold today, you will receive one share of new common stock, 2.4 Tranche One warrants, and two Tranche Two warrants.

The potential exists for additional distributions based on resolution of disputed claims, which could result in you receiving an additional 0.5 share of new common stock, 0.05 Tranche One warrants, and 0.04 Tranche Two warrants. These additional distributions will also be made to the shareholders as of the effective date. Again, currently expected to be January 5th. Now let's review what each shareholder will be receiving in a bit more detail. First is the Tranche-One warrants. This is a cash exercise warrant, which means a cash payment to the company will be required at exercise. They allow existing equity holders to purchase up to 30% of new common stock, subject to dilution to the extent of exercise of the Tranche Two warrants.

They are exercisable immediately after the effective date of the plan and have an exercise price of $0.66 per pre-exchange share, which is the company's equity value implied by a Total Enterprise Value of $1.875 billion. Next is the Tranche Two warrants. This warrant does not require a cash payment at exercise and may instead be exercised on a cashless basis for a number of shares of new common stock. They allow existing equity holders to purchase up to 20% of new common stock on a fully diluted basis. They are exercisable once the company's Total Enterprise Value reaches $2.5 billion and have an exercise price of $0.01 per share. Now let's move to the bottom part of this page, which is key to understanding our emergence plan.

The expected pre-exchange share price at a $1.5 billion Total Enterprise Value is $0.46. The $1.5 billion enterprise value and associated plan equity value numbers are negotiated, and the stock may trade at a value that is higher or lower than this negotiated value. The potential value of the two tranches of warrants, as calculated using a Black-Scholes model, is $0.39 per pre-exchange share. When the potential value of the two tranches of warrants is added to the expected pre-exchange share price, the total value to existing equity holders is $0.85 per pre-exchange share. This point is very important. It highlights the incremental value available to existing shareholders as of the effective date through our plan.

As I mentioned earlier, there is the potential for additional distributions based on the disputed claims, which could result in a maximum potential distribution that would have $0.23 of value at the pre-exchange share price at a $1.5 billion Total Enterprise Value. We believe that our plan provides the opportunity for current shareholders to retain significant value in the company post-emergence, with further upside potential available based on the performance of our shares. We received other questions relating to how the Equity Rights offering works. The rights are for the benefit of shareholders as of November sixteenth. Shareholders, as of November sixteenth, may purchase their pro rata portion of up to $55 million post-emergent shares at a 30% discount to the plan value.

Shareholders, as of November 16, also have the opportunity to oversubscribe for additional post-emergent shares that are not purchased by other participants in the Equity Rights Offering. The price per share is based on a pre-exchange purchase price of approximately $0.34 per existing share. After calculating for the 25 share-1 share exchange, the per share price for the ERO is 25x $0.34 , or $8.41 per post-exchange share, which is slightly higher than what was included in the ERO subscription documents due to certain disputed claims being resolved and additional value being returned to existing shareholders. An online calculator is available on cases.stretto.com/corescientific under the Submit Rights Offering form on the main navigation bar and the Calculation Worksheet link to help you determine how many post-exchange shares you have the opportunity to purchase at $8.41 per share.

The total value of the Equity Rights Offering is $55 million, and we have a backstop agreement from certain members of the Official Equity Committee and other parties to the total of $37.1 million. In addition to our equity holders, our emergence plan also addresses the needs of our note holders. If you own the April class of Convertible notes, you receive your original par, plus interest and accretion at a negotiated settlement amount, which results in a total value of at least $1.628 for every dollar you originally invested. This class receives three securities totaling $350 million, of which $150 million is in new secured notes, about $93 million in the new secured Convertible note, and approximately $107 million in new common stock at the $1.5 billion Total Enterprise Value.

If you own the August class of convertible notes, you received your original par, plus interest and accretion at a negotiated settlement amount, which results in a total value amount of at least $1.201 for every dollar you originally invested. This class receives 2 securities totaling $360 million, of which approximately $167 million is in the new secured convertible note and approximately $193 million of the recovery is in the new common stock at the $1.5 billion Total Enterprise Value. We hope the previous slides helped answer your questions regarding the capital structure, share exchange, and recovery associated with our emergence plan. Now, let's review the anticipated timeline of our emergence.

We encourage you to review this timeline so you have a better understanding of the key milestones leading up to our emergence from Chapter 11 reorganization and our expected listing on the Nasdaq market under the ticker symbol CORZ. Key dates here include the ERO subscription period that ends on December eleventh, voting deadline of December thirteenth, though your broker may set an earlier date to ensure it can timely tabulate votes to the voting agent. Be sure to contact your broker to understand the voting process. We have a confirmation hearing on December 22nd and if the court approves our plan, we expect to emerge from bankruptcy on January 5th. The record date for convertible note holders is January third. The record date for equity holders is January fifth. Please keep in mind that these dates could change and the actual effective date could happen later.

Now let's answer some of the questions you may have about our plan. Question one: What will happen to shares I purchased after November 16th? Will I be able to participate in the ERO? Will my shares be converted to new Core shares? If you own shares as of November 16th, 2023, then you will have the right to participate in the ERO if you choose to. Any shares purchased after November 16th will not have subscription rights. Any shares you own as of the emergence will be exchanged for new Core shares and warrants at the exchange rate. Question two: Who can participate in the ERO?

All holders of Core Scientific common stock as of the record date, November 16, have the option of purchasing their pro rata portion up to $55 million in new Core shares in a quantity proportional to their existing holdings at a price of $8.41 per new Core share, which reflects the 25-to-1 exchange. As a reminder, this record date differs from the record date to receive the warrants and potential additional distributions, which is expected to be January 5th. Question three: If I elect not to participate in the ERO, what will happen to the shares I currently hold? Whether you participate in the ERO or not, your shares will be exchanged for new shares in New Core at a ratio of 25 share-1 new share. Question four: What do I need to do to participate in the ERO?

Please visit the Stretto website at cases.stretto.com/corescientific to find out what steps you need to take. Question five: Will ERO shares be tradable if emergence is delayed? ERO shares will not be distributed until emergence. Question six: What do I need to do for my shares to convert to new Core shares? You do not need to do anything to exchange your common shares for new Core shares and warrants after emergence. Question seven: What will happen to current shareholders' holdings? Shares owned as of emergence will be exchanged for new Core shares at a ratio of 25 existing shares for 1 new share. Question 8: What is the anticipated effective date? The anticipated effective date is January 5th, though the date is subject to change, including delay. Question nine: Why a reverse split? Why 25 share- 1 share?

This is a negotiated concept that factors in the expected trading value of the common stock, post-emergence and the total float. Note, these ratios are subject to change and there's no guarantee around the trading price of our common stock post-exit. Question 10: What will happen to existing warrants? Warrants associated with existing common shares will expire upon emergence. These warrants differ from the warrants that existing equity holders will receive at emergence. Question 11: How much of the company will the pre-emergent shareholders retain ownership of? The proportion of the company held by shareholders at emergence is outlined on Page 10 of this presentation. At emergence, the existing shareholders will either have or have the potential to be distributed nearly 50% of the company. With the exercise of the warrants that are given to existing shareholders at emergence, this increases up to 65%.

Question 12: How has the company evolved since entering Chapter 11? We've had the time to refocus internally on managing costs, managing risks, developing our team, and aligning our technology with internal and market needs. As of October 31st, 2023, we operated seven facilities in five U.S. states, with 724 MW of operational capacity and 145,000 company-owned Bitcoin miners. We also settled our dispute with Celsius, resulting in a $45 million agreement that included payment to Core Scientific of $14 million in cash and the remainder in adjusted claims. And the last question: What growth opportunities do you see for the company in the coming years? We have 372 MW of partially developed infrastructure across our facilities, which will allow us to continue expanding at a measured rate.

We can bring these megawatts online cost effectively because the incremental cost per megawatt is approximately $200,000. There are additional growth opportunities within our infrastructure footprint in high-value, adjacent compute markets. In summary, and to reiterate our key messages for today's presentation, we believe that our plan addresses the needs of our key stakeholders and provides meaningful recovery and upside potential. We are excited about the strength of our business, our growth plans, and our potential to create shareholder value. We appreciate your confidence in and support for the entire Core Scientific team. Thank you for joining us today. Please visit our website for more information. On behalf of the entire Core Scientific team, we wish you a good day.

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