01—Abstract
Summary
Summary of the 8-K filed May 28, 2025. Cited figures are marked; the original filing is the authoritative source.
CoreWeave, Inc. (Nasdaq: CRWV) completed a $2.0 billiona private offering of 9.250% Senior Notes due June 1, 2030, issued May 27, 2025 under an indenture with Wilmington Trust, National Association, as trustee, and announced the closing on May 28, 2025.
The notes are guaranteed on a senior unsecured basis by CoreWeave Cash Management LLC and by certain future domestic restricted subsidiaries that guarantee the company's existing revolving credit facility. Proceeds are earmarked for general corporate purposes, including repayment of outstanding indebtedness, and to cover offering fees and expenses. The coupon of 9.250%b is high-yield in nature, payable semi-annually on June 1 and December 1 beginning December 1, 2025.
The filing does not disclose a specific use of proceeds beyond debt repayment and general purposes, so investors should consider how the new debt affects the company's overall leverage and interest burden, particularly given its capital-intensive AI infrastructure build-out. The notes were sold only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, meaning they are not registered with the SEC.
Key protective terms include make-whole redemption before June 1, 2027, a right to redeem up to 40%c from certain equity offering proceeds before that date, a 101% change-of-control put, and customary incurrence covenants limiting additional debt, restricted payments, liens, asset sales, affiliate transactions, mergers, and unrestricted subsidiary designations. These covenants are subject to exceptions set out in the indenture, which should be reviewed in full (Exhibits 4.1 and 4.2) for detail.
02—Key points
Key Highlights
- $2,000 million aggregate principal of 9.250% Senior Notes due June 1, 2030 issued May 27, 2025 and closed May 28, 2025
- Notes are guaranteed on a senior unsecured basis by CoreWeave Cash Management LLC and future domestic subsidiaries guaranteeing the existing revolving credit facility
- Proceeds intended for general corporate purposes, including repayment of outstanding indebtedness, and offering fees and expenses
- Interest accrues from May 27, 2025, payable semi-annually on June 1 and December 1, with the first payment due December 1, 2025
- Make-whole redemption available before June 1, 2027; up to 40% redeemable with certain equity offering proceeds before that date
- Change-of-control put at 101% of principal plus accrued interest
- Indenture includes customary restrictions on additional debt, restricted payments, liens, asset sales, affiliate transactions, mergers, and unrestricted subsidiary designations
03—Questions
Frequently Asked Questions
What did CoreWeave issue and when?
CoreWeave issued $2.0 billion in aggregate principal amount of 9.250% Senior Notes due 2030 on May 27, 2025, and announced the closing of the offering on May 28, 2025.
Why does this matter for investors?
The notes add $2.0 billion of debt at a 9.250% fixed coupon, which increases interest expense and leverage. Investors should weigh this against the company's capital needs for data center and AI infrastructure growth and its ability to service the debt.
Who guarantees the notes and what is their ranking?
The notes are guaranteed on a senior unsecured basis by CoreWeave Cash Management LLC, a wholly owned subsidiary, and by certain future domestic restricted subsidiaries that guarantee the existing revolving credit facility. The guarantees are unsecured, so holders do not have collateral backing.
Can CoreWeave redeem the notes early?
Yes. Before June 1, 2027, CoreWeave may redeem all or part of the notes at par plus a make-whole premium and accrued interest. Up to 40% of the principal may be redeemed before that date using proceeds from certain equity offerings at a price specified in the indenture. On or after June 1, 2027, redemption occurs at the prices set in the indenture.
Were the notes registered with the SEC?
No. The notes were offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. They have not been registered under the Securities Act and may not be offered or sold in the U.S. without an exemption or in a transaction not subject to registration.
04—Continue