Debt (Q2) |
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Jun. 30, 2025 |
Dec. 31, 2024 |
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| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt |
10. Debt
The total debt obligations are as follows (dollars in
thousands):
As of June 30, 2025, the future principal payments for
the Company’s total debt were as follows (in thousands):
The total interest expense for the Company’s debt obligations
was as follows (in thousands):
As of June 30, 2025, the Company's weighted-average interest
rate on short-term debt instruments, which was comprised of the Magnetar Loan, and certain of the OEM Financing Arrangements, was 12.3%.
As of December 31, 2024, the Company's weighted-average interest rate on short-term debt instruments, which was comprised of the 2024 Term Loan Facility, was 9.6%.
Delayed Draw Term Loans
In July 2023, the Company entered into a Delayed Draw Term
Loan 1.0 Facility (as amended, the “DDTL 1.0 Facility”), which provided for a delayed draw term loan facility of up to $2.3 billion.
In May 2024, the Company entered into a Delayed Draw Term Loan 2.0 Facility (as amended, the “DDTL 2.0 Facility”), which provides for another delayed draw term loan facility of up to $7.6 billion. The principal amount of the DDTL 1.0 Facility is required to be repaid in quarterly installments, with the final balloon payment due on March 28, 2028.
Under the DDTL 2.0 Facility, additional loans may be drawn
until June 2025, with an option to extend the commitment period by three months subject to lender consent. In June, 2025, the
Company extended the commitment period to September, 2025. The principal amount of the DDTL 2.0 Facility is required to be repaid in quarterly installments, beginning in January 2026, with the final balloon payment due five years after the applicable loan was funded. The total loans available are constrained by the purchase price of assets for which the loans are
being used to finance with such percentage based upon the depreciable cost of graphics processing unit (“GPU”) servers.
The Company’s DDTL 1.0 Facility and DDTL 2.0 Facility
require the Company to maintain certain restricted cash balances. The Company is required to maintain restricted cash equal to 4.00%
of the drawn balance on the DDTL 1.0 Facility, but in no event greater than $56 million. As of each of June 30, 2025 and December 31,
2024, $56 million was restricted cash in relation to the DDTL 1.0 Facility. Prior to the IPO, the Company was required to
maintain restricted cash equal to 2.00% of the drawn balance on the DDTL 2.0 Facility, which was $77 million as of December 31, 2024. In connection with the IPO, the restricted cash requirement was reduced to 1.00% of the drawn balance on the DDTL 2.0 Facility, which was $50 million as of June 30, 2025.
Additionally, at the closing of the IPO, the Company became
subject to a requirement to fund $500 million into designated escrow accounts in connection with the DDTL 2.0 Facility, which was
classified as restricted cash and cash equivalents, current, on the condensed consolidated balance sheets as of March 31, 2025. In April 2025, the conditions requiring restriction of this amount were lifted and the $500 million previously classified as restricted cash in connection with the DDTL 2.0 Facility was no longer restricted.
Revolving Credit Facility
In June 2024, and as amended in October and December 2024,
the Company entered into a senior secured revolving credit facility (as amended, the “Revolving Credit Facility”) with a capacity of $650
million. The Revolving Credit Facility matures on June 21, 2027. The Revolving Credit Facility included a $175 million letter of
credit sub-facility. The letter of credit sub-facility entered into by the Company reduces the available borrowing capacity under the Revolving Credit Facility. In May 2025, the Company upsized the Revolving Credit Facility with a capacity of $1.5 billion. With the upsize of the Revolving Credit Facility, the letter of credit sub-facility increased to $350 million. As of June 30, 2025 and December 31, 2024, the amounts associated with outstanding letters of credit were $11 million and $0 million,
respectively.
As of December 31, 2024, the Company had not drawn on the Revolving Credit Facility. As of June 30, 2025, the Company had drawn $450 million and had $1.0 billion of remaining capacity under the Revolving
Credit Facility (after giving effect to the outstanding letters of credit). Obligations outstanding under the Revolving Credit Facility are secured by pledges of certain assets as collateral. The Company is required to pay a fee of 0.25% per annum on the average undrawn commitment.
2030 Senior Notes
In May 2025, the Company issued $2.0 billion in aggregate principal amount of senior notes due 2030 (the “2030 Senior Notes”) in a private placement offering to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2030 Senior Notes were issued pursuant to an indenture, dated as of May 27, 2025 (the “Indenture”). The proceeds from the issuance of the 2030 Senior
Notes were retained for general corporate purposes. In conjunction with the issuance of the 2030 Senior Notes, the Company capitalized $37
million in debt issuance costs.
The 2030 Senior Notes are unsecured obligations. The 2030
Senior Notes will mature on June 1, 2030 and bear interest at a rate of 9.25% per annum, payable semi-annually in cash in arrears on
June 1 and December 1 of each year, beginning on December 1, 2025.
The Company may redeem all or a portion of the 2030 Senior
Notes at any time prior to June 1, 2027 at a redemption price equal to 100% of the aggregate principal amount, plus accrued and
unpaid interest and a “make-whole” premium as provided in the Indenture. The Company may redeem all or a portion of the 2030 Senior Notes at any time on or after June 1, 2027 at the redemption prices set forth in the Indenture. At any time
prior to June 1, 2027, up to 40% of the aggregate principal amount of the 2030 Senior Notes may be redeemed with the net cash
proceeds from certain equity offerings, at the redemption price specified in the Indenture.
The 2030 Senior Notes includes customary terms and
covenants, including certain events of default, after which the 2030 Senior Notes may be due and payable immediately. In addition, if the Company experiences certain change of control events, as described in the Indenture, the Company will be
required to make an offer to repurchase some or all of the 2030 Senior Notes at a price equal to 101% of the principal amount of the
2030 Senior Notes to be repurchased plus accrued and unpaid interest.
2024 Term Loan Facility
In December 2024, the Company entered into a credit
agreement providing for a $1.0 billion term loan facility (the “2024 Term Loan Facility”) consisting of (i) a $229 million secured facility and (ii) a $771
million unsecured facility. In connection with the IPO, the maturity date of the 2024 Term Loan Facility was accelerated, and it was repaid on April 11, 2025.
Magnetar Loan
In August 2024, the Company entered into an AI Computing
Service Reserved Capacity and Prepayment Agreement with MagAI Ventures (the “MagAI Capacity Agreement”). Under this arrangement, the Company will provide portfolio companies of MagAI Ventures with a pre-determined amount of cloud computing
services at a pre-negotiated hourly rate. The specific amount of cloud computing services, inclusive of the capacity and term, to be used by each portfolio company, if any, will be negotiated individually with each portfolio company, and will
be subject to final approval by MagAI Ventures. The Company received a refundable deposit of $230 million in connection with the
MagAI Capacity Agreement. Any consumption of cloud services by MagAI Ventures, including by their portfolio companies, under this arrangement is deducted from this deposit amount, with the unused portion
refunded back to MagAI Ventures at the end of the contractual term.
Throughout the term of the arrangement, if MagAI Ventures portfolio companies do not contract for the full amount of the pre-determined cloud computing services, the Company may agree with MagAI Ventures to instead use this available capacity
for other customers, and share profits with MagAI Ventures for any revenue realized above the revenue that would have been generated by charging these customers the MagAI Ventures pre-negotiated rate.
The initial MagAI Capacity Agreement provided for certain
termination options for MagAI Ventures, including if a specified amount of capacity is not available by a target commencement date. The MagAI Capacity Agreement runs for an initial period of four years, with an option for MagAI Ventures to extend for
additional years. As of December 31, 2024, the refundable deposit was included within other current liabilities on the condensed consolidated balance sheets, as no services had yet been provided under this arrangement.
In February 2025, the MagAI Capacity Agreement was amended
to provide certain termination for convenience rights to both MagAI Ventures and the Company. As a result of the amendment, the Company now considers the refundable deposit received from Magnetar to be in-substance debt (the “Magnetar Loan”)
under ASC 470, Sale of Future Revenue, and has reclassified the balance to debt, current on the condensed consolidated balance sheets. No services had been provided under the MagAI Capacity Agreement as
of June 30, 2025.
As of June 30, 2025, the $230 million refundable deposit remains available for cloud computing services for MagAI Ventures' portfolio companies. Upon such termination by
either party, the unused portion of the $230 million deposit will be refunded along with a specified multiplier that increases over
the term of the arrangement that equates to a 12% annual rate of return. As of June 30, 2025, the Company had $257 million classified as debt, current, including $27
million of redemption premiums, on the condensed consolidated balance sheets. The accretion of the redemption premiums was recognized in interest expense, net in the condensed consolidated statements of operations during the six months ended
June 30, 2025.
2021 Convertible Senior Secured Notes
In October 2021, the Company executed a note issuance
agreement and a note purchase agreement with a related party for the issuance of an aggregate principal amount of up to $50 million
of convertible senior secured notes (the “2021 Convertible Senior Secured Notes”). The Company determined that the conversion features, the accelerated redemption features, the variability in interest payments, and the Company’s redemption
option were required to be bifurcated and accounted for as an embedded derivative. The investors elected to convert all of the outstanding 2021 Convertible Senior Secured Notes on September 17, 2024, pursuant to the original terms of the
conversion feature.
For the three and six months ended June 30, 2024, the
Company recorded losses related to the fair value adjustment of these derivative liabilities of $262 million and $344 million, respectively. During the three and six months ended June 30, 2024, total interest costs for the 2021 Convertible Senior Secured Notes
were $3 million and $6
million, respectively, comprised of coupon interest of $1 million and $3 million, respectively, and amortization of debt discounts and issuance costs of $2
million and $3 million, respectively.
OEM Financing Arrangements
The Company entered into various agreements with original
equipment manufacturers (the “OEM Financing Arrangements”), whereby the Company obtained financing for certain equipment with an aggregate notional balance of $2.2 billion and $1.3 billion as of June 30, 2025 and December 31, 2024,
respectively. The Company granted a security interest for the financed equipment related to these financing agreements. These agreements generally have terms between to three years.
DCSP Financing Arrangements
In June 2023, the Company entered into a service agreement
(the “DCSP Service Agreement”) with a data center service provider (the “DCSP”). Under the DCSP Service Agreement, the DCSP will design, purchase, build, and manage a data center providing access to up to 78 MW of electrical power to be delivered in phases. Separately, during the year ended December 31, 2024, the Company purchased $116 million of critical infrastructure assets to support the data center site (the “Existing Critical Infrastructure Assets”).
In October 2024, the Company, as a lender, entered into a
Senior Secured Delayed Draw Term Loan Credit Agreement (the “DCSP Note Receivable,” and collectively, with the DCSP Service Agreement, the “DCSP
Financing Arrangements”) with the DCSP to facilitate the purchase of
critical infrastructure assets. The DCSP Note Receivable provides for a total commitment of up to $305 million in delayed draw term
loan funding for a term of seven years with a stated interest rate of 13.00% per annum.
The DCSP Note Receivable is secured by the new and existing
critical infrastructure assets that support current and future phases of the build out at the data center and is prepayable at any time by the DCSP with no penalty.
The DCSP has borrowed under the DCSP Note Receivable to
settle amounts previously advanced to the DCSP by the Company, finance purchases of additional critical infrastructure assets, and purchase the Existing Critical Infrastructure Assets. Under the terms of the DCSP Service Agreement, the Company
continues to control the Existing Critical Infrastructure Assets and the Company recorded a financing obligation related to the consideration received for the Existing Critical Infrastructure Assets. The financing obligation is payable over a
term of 14 years and has an imputed interest rate of 15%. The Existing Critical Infrastructure Assets are included in property and equipment, net, on the condensed consolidated balance sheets and are depreciated over their estimated useful
life.
Additionally, the Company entered into a lease for data
center infrastructure assets with the DCSP. The arrangement commenced in April 2025 and is accounted for as a finance lease, with an initial term of 14 years and an imputed interest rate of 13%. The Company recorded finance lease right-of-use assets acquired
through lease liability of $123 million for the six months ended June 30, 2025 associated with this arrangement. For the three and
six months ended June 30, 2025, amortization expense recognized related to this finance lease right-of-use asset was not material.
As of June 30, 2025, the future payments under the financing
obligation and finance lease due to the DCSP were as follows (in thousands):
The DCSP Financing Arrangements allow for the net settlement
of amounts due between the parties and meet the criteria for right of setoff in accordance with ASC 210, Balance Sheet. As of June 30, 2025, the gross amount of the DCSP Note Receivable was $288 million, which is presented net of the financing obligation and finance lease of $237 million. As of December 31, 2024, the gross amount of the DCSP Note Receivable was $224
million, which is presented net of the financing obligation of $116 million. The Company did not recognize any interest income during the year ended December 31, 2024, as the Company did not expect to be entitled to the accrued interest. The
Company began recognizing interest income associated with this arrangement in March 2025. For the three and six months ended June 30, 2025, the Company recognized $6 million and $9 million of interest income in other income (expense), net
in the condensed consolidated statements of operations, respectively. The total interest expense related to the financing obligation and finance lease associated with this arrangement for the three and six months ended June 30, 2025 was $8 million and $12 million,
respectively.
|
10. Debt
The total debt obligations are as follows (in thousands):
As of December 31, 2024, the future principal payments for
the Company’s total debt were as follows (in thousands):
For the years ended December 31, 2022, 2023, and 2024, total
interest expense for the Company’s debt obligations was as follows (in thousands):
2021 Unsecured Senior Subordinated
Convertible Promissory Notes
In 2020 and 2021, the Company entered into unsecured bridge
loan agreements with various investors, for a total principal amount of $4 million, carrying an annual interest rate of 7.00%. In April 2021, the loans were exchanged, pursuant to the original terms of the agreements, into convertible promissory notes with a
principal balance of $4 million, an interest rate of 7.00% per annum, compounded annually, and convertible into shares of stock
similar
to shares of stock issued in the next round of financing. In April 2023,
concurrent with the Series B round of financing, the convertible promissory notes were automatically converted pursuant to the original terms of the conversion feature into 12,484,540 shares of the Company’s Series B-1 redeemable convertible preferred stock, with no
gain or loss recognized upon conversion.
2021 Convertible Senior Secured Notes
In October 2021, the Company executed a note issuance
agreement and a note purchase agreement with a related party for the issuance of an aggregate principal amount of up to $50 million
of convertible senior secured notes (the “2021 Convertible Senior Secured Notes”). The Company drew $20 million at execution and the
remaining $30 million in April 2022. The 2021 Convertible Senior Secured Notes are collateralized by the Company’s property,
equipment and other assets, excluding the financed property, equipment and other assets collateralized by the delayed draw term loans and Original Equipment Manufacturer (“OEM”) financing arrangements discussed below.
The 2021 Convertible Senior Secured Notes bear a stated
annual interest rate of 10.00% for the first three years, payable semiannually on April 30 and October 30. Interest
may be paid in cash or paid-in-kind (“PIK”), in which case additional 2021 Convertible Senior Secured Notes will be issued with a principal amount equal to the accrued interest, and otherwise which carry the same terms of the original notes
(the “PIK Notes”). In April and October of 2023, an aggregate of $5 million principal amount of PIK Notes were issued in lieu of
cash settlement of accrued interest.
If a qualified public company event (“QPCE”), defined as an
IPO, direct listing, or special purpose acquisition company (“SPAC”) transaction, is not consummated on or prior to the date that is three (3) years from the issuance date, the interest rate shall automatically increase to 16.00% per year, prospectively, payable in cash. The 2021 Convertible Senior Secured Notes have a contractual maturity date of October 18, 2025. In the event the 2021 Convertible Senior Secured Notes are not otherwise converted or redeemed prior to the maturity date, and in
the event that there is no QPCE, the investors will be entitled to redeem the 2021 Convertible Senior Secured Notes for cash in the amount equal to the principal, accrued and unpaid interest, plus a premium amount to ensure the holders realize
an aggregate internal rate of return (“IRR”) of 16.00%. Prior to the maturity date, the 2021 Convertible Senior Secured Notes may be
redeemed or converted as follows:
The Company determined that the conversion features, the
accelerated redemption features, the variability in interest payments, and the Company’s redemption option are required to be bifurcated and accounted for as an embedded derivative. Accordingly, upon issuances in October 2021 and April 2022,
the Company recognized embedded derivative liabilities of $0 million and $2 million, respectively. The Company used Level 3 inputs to determine the fair value of the embedded derivatives. Significant management assumptions and estimates were
involved in this determination. As of December 31, 2023, the estimated fair value of 2021 Convertible Senior Secured Notes was $451
million. This amount includes the $55 million face value of the notes, $6 million in accreted redemption premiums, $2 million in
unamortized debt discounts and issuance costs, which is a reduction to the net carrying value, and a $386 million embedded derivative
requiring bifurcation. The embedded derivative is separated and included within derivative and warrant liabilities on the consolidated balance sheets.
For the years ended December 31, 2022, 2023, and 2024,
the Company recorded losses related to the fair value adjustment of these derivative liabilities of $3 million, $361 million, and $627 million,
respectively. During the years ended December 31, 2022, 2023, and 2024, total interest costs were $7 million, $31 million, and $8 million,
respectively. These amounts are comprised of coupon interest of $4 million, $5 million, and $4 million, respectively; PIK interest cost
was $0 million, $22
million, and $0 million, respectively; and amortization of debt discounts and issuance costs of $3 million, $4 million, and $4 million, respectively.
The debt host liability was initially recognized based on
the proceeds received from issuance, net of issuance costs and net of the initial fair value of the bifurcated derivative. The debt host was subsequently accounted for using the effective interest method to amortize the discount and issuance
costs and accrue for the premiums due at maturity in the event the debt was not early converted or redeemed earlier and no QPCE occurred.
The investors elected to convert all of the outstanding 2021
Convertible Senior Secured Notes on September 17, 2024, pursuant to the original terms of the conversion feature, resulting in the issuance of 24,543,980
shares of common stock and a cash payment of $2 million for accrued interest and cash in lieu of fractional shares. The conversion
was accounted for as an extinguishment. Equity increased by the settlement-date fair value of the common shares issued of $1.1
billion. Additionally, a $6 million extinguishment loss is included in other income, net, which represents the difference between the
fair value of the shares and the combined carrying amounts of the debt host and the bifurcated embedded derivative liability.
2022 Senior Secured Notes
In October 2022, the Company executed a note issuance
agreement and a note purchase agreement (the “2022 Senior Secured Notes”) with a related party for an aggregate principal amount of up to $125
million. The Company drew down $30 million upon execution (the “First Closing”), an additional $30 million in November 2022 (the “Second Closing”), an additional $40 million in January 2023 (the “Third Closing”), and the remaining $25 million in April 2023 (the
“Fourth Closing”). The 2022 Senior Secured Notes are collateralized by the Company’s property, equipment and other assets, excluding the financed property, equipment and other assets collateralized by the delayed draw term loans and OEM
financing arrangements discussed below.
The first three tranches of 2022 Senior Secured Notes bear 0.0% interest from the issuance date through April 16, 2024, and 12.00% interest per annum from and after April 17, 2024. Interest payments are due, in cash, semiannually
on April 14 and October 14 of each year, beginning on April 14, 2024. All principal and accrued and unpaid interest are due on October 17, 2025.
The fourth tranche of 2022 Senior Secured Notes bear 0.0% interest from the issuance date through October 19, 2024, and 12.00% interest per annum from and after October 20, 2024. Interest payments are due, in cash, semiannually
on April 14 and October 14 of each year, beginning on October 14, 2024. All principal and accrued and unpaid interest are due on April 20, 2026.
The Company may redeem the debt at any time, or the debt may
be required to be redeemed early upon the occurrence of customary events of default or change of control. In the event the debt is redeemed prior to the maturity date, the redemption price is equal to the principal amount plus accrued and
unpaid interest, plus a potential early redemption premium based on the following schedule:
In conjunction with the borrowing under the 2022 Senior
Secured Notes, the Company granted the 2022 Senior Secured Note holders fully vested penny warrants and regular warrants to purchase shares of the Company’s common stock upon each closing:
All warrants issued in the First Closing, Second Closing and
Third Closing expire on October 17, 2029 and all warrants issued in the Fourth Closing expire on April 20, 2030. The penny warrants have an exercise price of $0.0005 per share. The regular warrants are exercisable at a price per share equal to the lower of (subject to adjustment as provided in the 2022 Senior Secured Notes):
The penny warrants are classified within stockholders’
deficit on the consolidated balance sheets, as their settlement is indexed to the Company’s own stock in accordance with ASC 815, Derivatives and Hedging.
The regular warrants are classified as derivative
liabilities as their settlement amounts are not solely indexed to the Company’s own stock and settled in equity.
The Company recorded a loss related to the fair value
adjustment of these warrant liabilities of $0 million, $67 million, and $129 million within loss on fair value
adjustments in the consolidated statements of operations during the years ended December 31, 2022, 2023, and 2024, respectively.
The fair values of the regular warrants were remeasured to $71 million and $200 million as of
December 31, 2023 and 2024, respectively. These amounts are included within derivative and warrant liabilities on the consolidated balance sheets.
The Second Closing and the Third Closing were loan
commitments that were required to be issued and funded. The fees associated with the loan commitment were initially capitalized and accounted for as deferred financing costs. As these closings were completed, the associated portions of the
deferred financing costs were reclassified as the debt discount for the portion of the drawn loans and amortized to interest expense. As of December 31, 2023, the
carrying value of the notes was $124 million, which approximates fair value. The penny warrants and regular warrants issued in connection with the first three closings were recorded as part of the
deferred financing costs equal to their issuance date fair values of $6 million and $3 million, respectively.
The Fourth Closing provided the lenders the option, but not
the obligation to purchase up to $25 million principal amount of notes and the associated portion of penny warrants and regular
warrants. The option was accounted for as a derivative liability issued on the initial closing date, representing part of the deferred financing costs of $1 million for the loan commitments. The written option was remeasured to fair value through the settlement date completed in April 2023, and the Company recognized a loss for the change in fair value of $2 million during the year ended December 31, 2023. The notes, penny warrants, and regular warrants issued upon settlement of the Fourth Closing were
initially recorded at their respective fair values of $22 million, $4 million, and $2 million, respectively.
In June 2024, the Company issued notice to the lenders to
exercise its option to redeem the 2022 Senior Secured Notes. In July 2024, the Company settled the entire principal amount of the notes for a redemption price of $137 million, inclusive of prepayment premium and accrued and unpaid interest, resulting in an extinguishment loss of $6
million, which is included in other income, net.
Delayed Draw Term Loans
Delayed Draw Term Loan Facility 1.0
In July 2023, one of the Company’s subsidiaries, CoreWeave Compute Acquisition Co. II, LLC (“CCAC II”), entered into a delayed draw term loan with various lenders and U.S. Bank, N.A., as
the administrative and collateral agent. The agreement provides for a delayed draw term loan facility of up to $2.3 billion (as
amended, the “DDTL 1.0 Facility”). Borrowings under the DDTL 1.0 Facility were used to finance a portion of the purchase consideration, fees, and expenses relating to the acquisition of computing equipment.
The DDTL 1.0 Facility contains covenants that restrict the
ability of the Company and/or CCAC II to incur or guarantee additional indebtedness; pay dividends and make other distributions or repurchase stock; make certain investments; create or incur liens; sell assets; enter into certain transactions
with affiliates; and merge, consolidate or transfer or sell all or substantially all of its assets.
All obligations under the DDTL 1.0 Facility are
unconditionally guaranteed by the Company. Obligations outstanding under the DDTL 1.0 Facility are secured by perfected first priority pledges of and security interests in (i) the equity interests of CCAC II held by its direct parent and (ii)
substantially all of the assets of CCAC II.
Interest on outstanding borrowings on the DDTL 1.0 Facility
accrues at a rate per annum equal to either, at the Company’s election, plus 8.75% or the alternative base rate plus 7.75%. On May 15,
2024, the interest rate was modified to plus 9.62% or the alternative base rate plus 8.62%. As of
December 31, 2023, and 2024, the actual average interest rate being charged on the amounts borrowed against the DDTL 1.0 Facility was 14.12%
and 14.11%, respectively.
Throughout 2023 and 2024, the Company borrowed against the $2.3 billion facility commitment. The principal amount of the loans is required to be repaid in quarterly installments, with the final balloon payment due on March 28, 2028.
The loans are prepayable at any time, from time to time, at the Company’s option, and are required to be prepaid upon the occurrence of an event of default or change of control of the Company, or with the proceeds of certain asset dispositions
or incurrence of indebtedness. If the loans are prepaid prior to the fourth anniversary of the loan commitment termination date, in addition to principal and accrued interest, the Company is required to pay an applicable premium equal to (a)
with respect to prepayments made prior to the third anniversary of the loan commitment termination date, the present value of future interest payments that would have accrued on the principal amount of the loans being prepaid through the third
anniversary of the loan commitment termination date based on the interest rate in effect plus 1.00% of the principal amount of the
loans being prepaid or (b) with respect to prepayments made between the third and fourth anniversary of the loan commitment termination date, an amount equal to 1.00% of the principal amount of the loans being prepaid.
As of December 31, 2023 and 2024, the amounts outstanding
were $1.4 billion and $2.0
billion, respectively, under the DDTL 1.0 Facility. The Company incurred deferred financing costs of $12 million and recorded
debt discounts of $24 million and $22
million for the years ended December 31, 2023 and 2024, respectively. These costs
are capitalized as a reduction to the outstanding debt balance on the
consolidated balance sheets and are being amortized to interest expense over the term of the DDTL 1.0 Facility. Amortization of debt issuance costs and debt discounts was $2 million and $20 million for the years ended December 31,
2023 and 2024, respectively.
The Company was required to maintain restricted cash equal
to 16.00% of the drawn balance, totaling $220 million as of December 31, 2023. In May 2024, in conjunction with the amendment to the interest rate, the restricted cash requirement was reduced to 4.00% of the drawn balance, but in no event can the liquidity requirement be greater than $56 million. As of December 31, 2024, $56 million was restricted cash in relation to this agreement.
Delayed Draw Term Loan Facility 2.0
In May 2024, one of the Company’s subsidiaries, CoreWeave Compute Acquisition Co. IV, LLC (“CCAC IV”) entered into a second agreement with various lenders and U.S. Bank, N.A., as the
administrative and collateral agent. The agreement provides for another delayed draw term loan facility of up to $7.6 billion (as
amended, the “DDTL 2.0 Facility”). Borrowings under this agreement were established to primarily finance capital expenditures necessary to fulfill customer contracts, including the acquisition of GPU servers and related infrastructure.
Under the DDTL 2.0 Facility, additional loans may be drawn
until June 2025, with an option to extend the commitment period by three months subject to lender consent. The total loans available
are constrained by the purchase price of assets for which the loans are being used to finance with such percentage based upon the depreciable cost of GPU servers.
All obligations under the DDTL 2.0 Facility are
unconditionally guaranteed by the Company. Obligations outstanding under the DDTL 2.0 Facility are secured by perfected first priority pledges of and security interests in (i) the equity interests of CCAC IV held by its direct parent and (ii)
substantially all of the assets of CCAC IV.
The DDTL 2.0 Facility contains covenants that restrict the
ability of the Company and/or CCAC IV to incur or guarantee additional indebtedness; pay dividends and make other distributions or repurchase stock; make certain investments; create or incur liens; sell assets; enter into certain transactions
with affiliates; and merge, consolidate or transfer or sell all or substantially all of its assets.
Interest on outstanding borrowings on the DDTL 2.0 Facility
accrues at a rate per annum equal to either, at the Company’s election, Term SOFR or the alternative base rate plus a spread based on the credit quality of the associated customer contracts. For specified investment-grade customers, the spread
is equal to 6.00% for Term SOFR denominated loans and 5.00% for base rate denominated loans. For investment-grade customers, the spread is equal to 6.50% for Term SOFR loans and 5.50% for base rate loans. For
non-investment-grade customer contracts, the spread is equal to 13.00% for Term SOFR loans and 12.00% for base rate loans.
The principal amount of the loans is required to be repaid
in quarterly installments, beginning in October 2025, with the final balloon payment due on five years after the applicable loan was funded. The loans are prepayable at any time, from time to time, at the Company’s option and are required
to be prepaid upon the occurrence of an event of default or change of control of the Company, or incurrence of certain indebtedness. If the loans are prepaid prior to the 30-month anniversary of the loan commitment termination date, in addition
to principal and accrued interest, the Company is required to pay an applicable premium equal to the present value of future interest payments that would have accrued through the 30-month anniversary of the loan commitment termination date
based on the interest rate in effect.
As of December 31, 2024, the actual average interest rate
being charged on the amounts borrowed against the DDTL 2.0 Facility was 10.53% and the total amount borrowed was $3.8 billion. The Company incurred deferred financing costs of $3 million and recorded debt discounts of $58 million related to the issuance of the DDTL
2.0 Facility. These costs are capitalized as a reduction to the outstanding debt balance on the consolidated balance sheets and are being amortized to interest expense over the term of the DDTL 2.0 Facility. Amortization of debt issuance costs
and debt discounts was $5 million for the year ended December 31, 2024. The Company is required to maintain restricted cash equal to
2.00% of the drawn balance, totaling $77
million as of December 31, 2024. Additionally, the Company incurred undrawn fees totaling $4 million for the year ended December 31,
2024, which is recognized in interest expense, net in the consolidated statements of operations.
Revolving Credit Facility
On June 21, 2024, the Company entered into a credit
agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. The credit agreement matures on June 21, 2027.
The credit agreement
originally provided for a $100 million senior revolving credit facility. On October 7, 2024, the credit agreement was amended to have a capacity of $650 million consisting of (i) a $500 million secured facility
and (ii) a $150 million unsecured facility to support the expansion of the Company’s data center infrastructure and AI-driven cloud
computing operations. On December 2, 2024, the credit agreement was further amended to provide for the $650 million senior revolving
credit facility to be fully secured (the “Revolving Credit Facility”). The Revolving Credit Facility includes a $175 million letter
of credit sub-facility. As of December 31, 2024, the Company had not drawn on the Revolving Credit Facility.
Amounts borrowed under the Company’s Revolving Credit
Facility are subject to an interest rate per annum equal to, at the Company’s option, either (a) for base rate loans, an applicable margin of 0.75%
plus a base rate (subject to a 1.00% floor) determined by reference to the highest of (i) the prime rate, (ii) the greater of (a)
the federal funds effective rate and (b) the overnight bank funding rate, in each case, plus 0.50%, and (iii) the one month (“SOFR”) plus 1.00% or (b) for term benchmark loans, an applicable margin of 1.75% plus the (subject to a 0.00% floor)
for a ,
or six month interest period. Additionally, the Company is required to pay a fee of 0.25% per annum on the average undrawn commitment. The Company may voluntarily prepay outstanding loans under its Revolving Credit Facility at any time without premium or
penalty.
2024 Term Loan Facility
In December 2024, the Company entered into a credit
agreement providing for a $1.0 billion term loan facility (the “2024 Term Loan Facility”) consisting of (i) a $229 million secured facility and (ii) a $771
million unsecured facility. On December 16, 2024, the Company borrowed the full $1.0 billion of loans available under the agreement.
The proceeds from the term loan facility may be used for working capital and general corporate purposes (including the financing of acquisitions and investments).
The Company incurred deferred financing costs related to the
issuance of the 2024 Term Loan Facility of $16 million. These costs are capitalized as a reduction to the outstanding debt balance
within Debt, current on the consolidated balance sheets and are being amortized to interest expense over the term of the 2024 Term Loan Facility. As of December 31, 2024, the unamortized deferred financing costs were $15 million.
The 2024 Term Loan Facility matures December 16, 2025. The Company may prepay at any time, from time to time, at its option, upon the occurrence of an event of default, or with the
proceeds of certain asset dispositions, incurrences of indebtedness or equity issuances, including a requirement to be prepaid with some or all of the proceeds of an initial public offering. Amounts borrowed under the term loan facility are
subject to an interest rate per annum equal to, at the Company’s option, either (a) plus 5.25% for the first 180 days, 5.75%
for the next 90 days, and 6.25% for the remainder of the term of the 2024 Term Loan Facility or (b) the alternative base rate (as
described previously) plus 4.25% for the first 180 days, 4.75% for the next 90 days, and 5.25% for the remainder of
the term of the 2024 Term Loan Facility. As of December 31, 2024, the actual interest rate being charged on the amounts borrowed against the 2024 Term Loan Facility was 9.65%. The 2024 Term Loan Facility contains customary affirmative and negative covenants.
OEM Financing Arrangements
The Company entered into various agreements with an OEM
between February and December 2024 whereby the Company obtained financing for certain equipment with an aggregate notional balance of $1.3
billion as of December 31, 2024. Related to the financing agreements, the Company granted a security interest for the financed equipment. The agreements are accounted for as financing arrangements, with terms between to three years. The financing
arrangements have a stated repayment schedule over the term with effective interest rates between 9% to 11%. The Company did not incur any
debt issuance costs associated with the financing arrangements. Interest expense for the year ended December 31, 2024 was $60
million.
DCSP Financing Arrangements
In June 2023, the Company entered into a service agreement
with a data center service provider (the “DCSP”) (the “DCSP Service Agreement”). Under the DCSP Service Agreement, the DCSP will design, purchase, build, and manage a data center providing access to up to 78 MW of electrical power to be delivered in phases. Separately, during the year ended December 31, 2024, the Company purchased $116 million of critical infrastructure assets to support the data center site (the “Existing Critical Infrastructure Assets”).
In October 2024, the Company, as a lender, entered into a
Senior Secured Delayed Draw Term Loan Credit Agreement (the “Note Receivable”, and collectively, with the DCSP Service Agreement, the “DCSP Financing
Arrangements”) with the DCSP to facilitate the purchase of critical
infrastructure assets. The Note Receivable agreement provides for a total commitment of up to $305 million in delayed draw term loan
funding for a term of seven years with a stated interest rate of 13.00% per annum. The Company incurred an immaterial amount of fees in conjunction with the issuance of the Note Receivable.
The Note Receivable is secured by the new and existing
critical infrastructure assets that support current and future phases of the build out at the data center and is prepayable at any time by the DCSP with no penalty.
During the year ended December 31, 2024, the DCSP borrowed
under the Note Receivable to settle amounts previously advanced to the DCSP by the Company, finance purchases of additional critical infrastructure assets, and purchase the Existing Critical Infrastructure Assets. Under the terms of the DCSP
Service Agreement, the Company continues to control the Existing Critical Infrastructure Assets and the Company recorded a financing obligation related to the consideration received for the Existing Critical Infrastructure Assets. The financing
obligation is payable over a term of 14 years and has an imputed interest rate of 15%. The Existing Critical Infrastructure Assets are included in property and equipment, net, on the consolidated balance sheets and are depreciated over their estimated
useful life.
As of December 31, 2024, the future contractual principal
payments under the financing obligation due to the DCSP were as follows (in thousands):
The DCSP Financing Arrangements allow for the net settlement
of amounts due between the parties and meet the criteria for right of setoff in accordance with ASC 210, Balance Sheet. As of December 31, 2024, the gross amount of the Note Receivable is $224 million, which is presented net of the financing obligation of $116 million. The accrued interest on the Note Receivable is forgiven if the DCSP achieves certain construction milestones in the first quarter of 2025. For the year ended December 31, 2024, the Company did not recognize any interest income as the Company does not expect to be entitled to the accrued interest. The total interest expense related to the
financing obligation for the year ended December 31, 2024 was $3 million.
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