CoreWeave plans $2B note offering to scale AI business while managing dilution

CoreWeave plans a $2 billion convertible note offering as it scales AI infrastructure, following a yearlong pursuit of Core Scientific for added power capacity.

AI infrastructure provider CoreWeave (CRWV) plans to raise $2 billion through a private offering of convertible senior notes due 2031, with proceeds earmarked for general corporate purposes and for capped-call transactions that could reduce potential future shareholder dilution.

The notes include an option for purchasers to buy an additional $300 million, the company said Monday. They can be settled in cash, shares or a combination of both at CoreWeaves discretion.

To limit dilution if the notes are ultimately converted into equity, CoreWeave is entering into capped-call transactions. This hedge increases the effective conversion price and provides a degree of protection for existing shareholders while preserving financial flexibility.

CoreWeave was founded in 2017 as Atlantic Crypto, a company that used GPUs to mine Ether (ETH). As the crypto market weakened, it pivoted in 2019 into cloud and high-performance computing services, eventually refocusing its GPU infrastructure on AI workloads.

The company now operates a network of data centers built specifically for AI, and as of this year, reported running more than 33 facilities. It has not said whether proceeds from its latest fundraising will go toward further expanding that footprint.

CoreWeave stock reacted negatively to the private note offering, falling as much as 9.2% on Monday. Source: Yahoo Finance

CoreWeaves failed takeover bid of Core Scientific

Despite shifting its focus away from digital asset mining as its primary business, CoreWeave recently pursued a $9 billion acquisition of Core Scientific, one of the largest Bitcoin (BTC) mining operators. However, the deal fell through after Core Scientifics shareholders voted against the proposal.

The attempted takeover fueled speculation about a return to crypto, but CoreWeave has characterized the effort differently.

The company stated that the acquisition aimed to secure access to approximately 1.3 gigawatts of power capacity across Core Scientifics sites, which could be leveraged for future expansion in AI, cloud computing or other GPU-intensive workloads.

CoreWeave had spent more than a year pursuing Core Scientific, beginning with an initial offer in June 2024 that the miner rejected. As Core Scientifics stock rose, the price needed to secure a deal also increased, ultimately contributing to the failure of the final proposal when shareholders voted it down.