CoreWeave Announces Intention to Offer $1,500 million of Senior Notes

Rhea-AI Summary

CoreWeave (CRWV) has announced its intention to offer $1.5 billion in senior notes due 2030 through a private offering. The notes will be guaranteed on a senior unsecured basis by CoreWeave Cash Management LLC, a wholly-owned subsidiary. The company plans to use the proceeds for general corporate purposes, including repayment of existing debt and offering-related expenses.

The offering is exclusively available to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S of the Securities Act. The notes have not been registered under the Securities Act and cannot be sold in the United States without meeting exemption requirements.

Positive

• Substantial capital raise of $1.5 billion strengthens financial position
• Opportunity to refinance and restructure existing debt obligations
• Long-term debt maturity until 2030 provides financial flexibility

Negative

• Additional debt burden could increase financial leverage and interest expenses
• Unsecured nature of the notes may indicate higher risk and interest rates
• Limited to institutional investors, showing potential difficulties in public markets

Insights

Financial Analyst

CoreWeave aims to raise $1.5B through senior notes, potentially increasing debt leverage while funding corporate initiatives and refinancing existing debt.

CoreWeave has announced its intention to offer $1,500 million in senior notes due 2030, subject to market conditions. This significant debt offering provides important insights into the company's capital raising strategy and financial direction.

The structure of this offering—senior unsecured notes with a 5-year maturity—gives us crucial information about how the company is positioning its debt. Senior notes typically offer lower interest rates than subordinated debt but take priority in repayment, indicating CoreWeave is leveraging its creditworthiness while aiming to minimize interest expenses. The notes will be guaranteed by CoreWeave Cash Management LLC, a wholly-owned subsidiary, which provides additional security for noteholders.

The stated use of proceeds is notably broad—general corporate purposes, debt repayment, and offering expenses. This flexibility allows management to allocate capital where needed most, whether addressing existing debt obligations or funding operational initiatives. The lack of specificity regarding which debt will be refinanced makes it difficult to precisely gauge the net impact on CoreWeave's leverage profile.

The private placement structure of this offering (limited to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S) is standard for companies seeking efficiency in capital raising while avoiding the more rigorous disclosure and regulatory requirements of public offerings. This approach typically allows for faster execution but may come with slightly higher interest rates compared to public offerings.

This debt issuance will likely impact CoreWeave's debt-to-equity ratio and interest coverage metrics. Investors should monitor how effectively management deploys this capital and whether it generates returns exceeding the interest costs of these notes.

LIVINGSTON, N.J., May 19, 2025  /PRNewswire/ -- CoreWeave, Inc. (Nasdaq: CRWV) ("CoreWeave") announced today that it intends, subject to market and other customary conditions, to offer $1,500 million aggregate principal amount of senior notes due 2030 (the "Notes") in a private offering. The Notes will be guaranteed on a senior unsecured basis by CoreWeave Cash Management LLC, a wholly-owned subsidiary of CoreWeave.

CoreWeave intends to use the proceeds from the offering of the Notes for general corporate purposes, including, without limitation, repayment of outstanding indebtedness, and to pay fees, costs and expenses in connection with the offering of the Notes.

The Notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act. The Notes and related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers of the Notes will be made only by means of a private offering memorandum.

About CoreWeave
CoreWeave, the AI Hyperscaler™, delivers a cloud platform of cutting-edge software powering the next wave of AI. The company's technology provides enterprises and leading AI labs with cloud solutions for accelerated computing. Since 2017, CoreWeave has operated a growing footprint of data centers across the US and Europe.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding the Notes offering and the expected use of proceeds therefrom, which statements are based on current expectations, forecasts, and assumptions and involve risks and uncertainties that could cause actual results to differ materially from expectations discussed in such statements. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors including, but not limited to, CoreWeave's ability to complete the offering on favorable terms, if at all, and general market, political, economic and business conditions which might affect the offering. These factors, as well as others, are discussed in CoreWeave's filings with the Securities and Exchange Commission, including the sections titled "Special Note Regarding Forward-Looking Statements" and "Risk Factors" in CoreWeave's Prospectus dated March 27, 2025, filed on March 31, 2025 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Registration Statement on Form S-1, as amended (File No. 333-285512) and CoreWeave's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025. All forward-looking statements contained herein are based on information available as of the date hereof and CoreWeave does not assume any obligation to update these statements as a result of new information or future events.

 

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SOURCE CoreWeave

FAQ

What is the size and purpose of CoreWeave's (CRWV) senior notes offering?

CoreWeave is offering $1.5 billion in senior notes due 2030, with proceeds intended for general corporate purposes and repayment of outstanding debt.

Who can participate in CoreWeave's (CRWV) senior notes offering?

The offering is limited to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S of the Securities Act.

When will CoreWeave's (CRWV) senior notes mature?

The senior notes are scheduled to mature in 2030.

Are CoreWeave's (CRWV) senior notes guaranteed?

Yes, the notes will be guaranteed on a senior unsecured basis by CoreWeave Cash Management LLC, a wholly-owned subsidiary of CoreWeave.

Can retail investors buy CoreWeave's (CRWV) senior notes?

No, the notes are only available to qualified institutional buyers and non-U.S. persons through a private offering.