TeraWulf Inc., a leading owner and operator of vertically integrated, sustainable digital infrastructure, today announced that its wholly-owned subsidiary, WULF Compute LLC (“WULF Compute”), intends to offer, subject to market conditions and other factors, $3.2 billion aggregate principal amount of senior secured notes due 2030 (the “Notes”), in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
WULF Compute intends to use the net proceeds from the offering to finance a portion of its data center expansion at its Lake Mariner campus in Barker, New York (the “Data Center Expansion”).
The Notes will be fully and unconditionally guaranteed by WULF Compute’s subsidiaries, La Lupa Data LLC, Akela Data Holdings LLC and Akela Data LLC (collectively, the “Guarantors”). The Notes and related guarantees will be secured by first-priority liens on (i) substantially all assets of WULF Compute and the Guarantors, other than certain excluded property, (ii) all equity interests of WULF Compute held by TeraWulf Brookings LLC, the direct parent company of WULF Compute, (iii) a designated lockbox account of Fluidstack USA I Inc. and (iv) prior to the completion of the Data Center Expansion, a pledge by Google LLC of warrants to purchase common stock of TeraWulf.
TeraWulf will provide customary completion guarantees with respect to the Data Center Expansion, under which it will fund WULF Compute as necessary to ensure the timely completion of the data center buildings comprising the Data Center Expansion.
The offering is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the offering may be completed.
Morgan Stanley is acting as the Sole Bookrunner for the Notes.
The Notes have not been registered under the Securities Act, securities laws of any other jurisdiction, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
