TeraWulf announces proposed offering of $3.2B senior secured notes

TeraWulf (WULF) announced that its wholly-owned subsidiary, WULF Compute, intends to offer, subject to market conditions and other factors, $3.2B aggregate principal amount of senior secured notes due 2030, 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. 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 Notes will be fully and unconditionally guaranteed by WULF Compute’s subsidiaries, La Lupa Data, Akela Data Holdings and Akela Data. The Notes and related guarantees will be secured by first-priority liens on substantially all assets of WULF Compute and the Guarantors, other than certain excluded property, all equity interests of WULF Compute held by TeraWulf Brookings, the direct parent company of WULF Compute, a designated lockbox account of Fluidstack USA I and prior to the completion of the Data Center Expansion, a pledge by Google 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.