0000899243-24-000114.txt : 20240125 0000899243-24-000114.hdr.sgml : 20240125 20240125210500 ACCESSION NUMBER: 0000899243-24-000114 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240123 FILED AS OF DATE: 20240125 DATE AS OF CHANGE: 20240125 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEVITT MICHAEL J CENTRAL INDEX KEY: 0001228160 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40046 FILM NUMBER: 24563881 MAIL ADDRESS: STREET 1: KAYNE ANDERSON CAPITAL ADVISORS, L.P. STREET 2: 1800 AVENUE OF THE STARS, 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Core Scientific, Inc./tx CENTRAL INDEX KEY: 0001839341 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 09 Crypto Assets IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 106 EAST 6TH STREET, SUITE 900-145 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: (425) 998-5300 MAIL ADDRESS: STREET 1: 106 EAST 6TH STREET, SUITE 900-145 CITY: AUSTIN STATE: TX ZIP: 78701 FORMER COMPANY: FORMER CONFORMED NAME: Power & Digital Infrastructure Acquisition Corp. DATE OF NAME CHANGE: 20210106 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2024-01-23 1 0001839341 Core Scientific, Inc./tx CORZ 0001228160 LEVITT MICHAEL J C/O CORE SCIENTIFIC, INC. 838 WALKER ROAD, SUITE 21-2105 DOVER DE 19904 1 0 1 0 0 Common Stock, par value $0.0001 per share 2024-01-23 4 D 0 20094478 D 0 D Common Stock, par value $0.0001 per share 2024-01-23 4 D 0 41470 D 0 I See Footnote Common Stock, par value $0.0001 per share 2024-01-23 4 D 0 869110 D 0 I See Footnote Common Stock, par value $0.0001 per share 2024-01-23 4 D 0 869110 D 0 I See Footnote Common Stock, par value $0.0001 per share 2024-01-23 4 D 0 3835368 D 0 I See Footnote Common Stock, par value $0.0001 per share 2024-01-23 4 D 0 10629668 D 0 I See Footnote Common Stock, par value $0.0001 per share 2024-01-23 4 D 0 800210 D 0 I See Footnote Common Stock, par value $0.0001 per share 2024-01-23 4 D 0 3199414 D 0 I See Footnote Common Stock, par value $0.00001 per share 2024-01-23 4 A 0 20094478 A 20094478 D Common Stock, par value $0.00001 per share 2024-01-23 4 A 0 85355 A 20179833 D Common Stock, par value $0.00001 per share 2024-01-23 4 A 0 41470 A 41470 I See Footnote Common Stock, par value $0.00001 per share 2024-01-23 4 A 0 30555 A 72025 I See Footnote Common Stock, par value $0.00001 per share 2024-01-23 4 A 0 869110 A 869110 I See Footnote Common Stock, par value $0.00001 per share 2024-01-23 4 A 0 35233 A 904343 I See Footnote Common Stock, par value $0.00001 per share 2024-01-23 4 A 0 869110 A 869110 I See Footnote Common Stock, par value $0.00001 per share 2024-01-23 4 A 0 35233 A 904343 I See Footnote Common Stock, par value $0.00001 per share 2024-01-23 4 A 0 3835368 A 3835368 I See Footnote Common Stock, par value $0.00001 per share 2024-01-23 4 A 0 248656 A 4084024 I See Footnote Common Stock, par value $0.00001 per share 2024-01-23 4 A 0 10629668 A 10629668 I See Footnote Common Stock, par value $0.00001 per share 2024-01-23 4 A 0 430873 A 11060541 I See Footnote Common Stock, par value $0.00001 per share 2024-01-23 4 A 0 800210 A 800210 I See Footnote Common Stock, par value $0.00001 per share 2024-01-23 4 A 0 3199414 A 3199414 I See Footnote Common Stock, par value $0.00001 per share 2024-01-23 4 A 0 129704 A 3329118 I See Footnote On December 21, 2022, Core Scientific, Inc. (the "Issuer") and certain of its affiliates (collectively, the "Debtors") filed voluntary petitions (the "Chapter 11 Cases") in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court") seeking relief under Chapter 11 of Title 11 of the United States Code. On January 16, 2024, the Bankruptcy Court entered an order confirming the Debtors' Fourth Amended Joint Chapter 11 Plan of Reorganization of Core Scientific, Inc. and its Affiliated Debtors (with Technical Modifications) (the "Plan"), dated as of January 15, 2024. On January 23, 2024 (the "Effective Date"), the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases. On the Effective Date, pursuant to the terms of the Plan, the Issuer's common stock outstanding immediately before the Effective Date, par value $0.0001 per share (the "Old Common Stock"), was canceled and is of no further force or effect, and in exchange all holders of Old Common Stock received their pro rata share of new common stock, par value $0.00001 per share ("New Common Stock") representing, in the aggregate, approximately 21% of the shares of the reorganized Issuer (subject to dilution by awards issuable under a new management incentive plan and shares of New Common Stock issuable upon conversion or exercise of certain secured convertible notes, warrants, contingent value rights and settlement shares issued as part of the reorganization). The receipt of the New Common Stock in exchange for Old Common Stock was involuntary, without consideration and in accordance with the Plan approved by the Bankruptcy Court. In accordance with the Plan, holders of the Issuer's Old Common Stock as of November 16, 2023 were granted the right to participate in a rights offering (the "Rights Offering") for the purchase, on a pro rata basis, of up to $55 million of New Common Stock to be issued pursuant to the Plan. The Reporting Person purchased an aggregate of 910,254 shares of New Common Stock indirectly pursuant to the Rights Offering. Certain members of the Issuer's board of directors and management, including the Reporting Person, committed to purchase a portion of any New Common Stock not otherwise subscribed for in the Rights Offering pursuant to a backstop commitment letter (the "Backstop Commitment Letter"). The Reporting Person did not purchase any New Common Stock under the Backstop Commitment Letter, but received a commitment premium of 85,355 shares of New Common Stock as consideration for entering into the Backstop Commitment Letter. The securities are held by HKM Investments, LLC, which the Reporting Person serves as its managing member. The shares are held by Michael J. Levitt, Christopher B. Harrison, and Nadine Bernecker Levitt as Co-Trustees of the MJL 2012 Younger Children Trust, modified as of March 21, 2021, which the Reporting Person serves as a trustee. The shares are held by Michael J. Levitt and Christopher B. Harrison as Co-Trustees of the MJL 2012 Older Children Trust, modified as of March 21, 2021, which the Reporting Person serves as a trustee. The shares are held by Michael J. Levitt and Nadine Bernecker Levitt as Co-Trustees of the CS 1219 Trust, dated April 13, 2017, which the Reporting Person serves as a trustee. The shares are held by Michael J. Levitt, as Trustee of the MJL Revocable Trust, modified as of June 18, 2021, which the Reporting Person serves as a trustee. The shares are held by Nadine Bernecker Levitt as Trustee of the NBL Revocable Trust, modified as of June 18, 2021, which the Reporting Person serves as a trustee. The securities are held by MJL Blockchain LLC, which the Reporting Person serves as its managing member. /s/ Todd DuChene, as Attorney-in-Fact 2024-01-25