Hut 8 (Nasdaq: HUT) prices $4.25B non-recourse notes for Beacon Point data center
Rhea-AI Filing Summary
Hut 8 Corp. announced that its wholly owned subsidiary Beacon Point DC LLC has priced a private offering of $4.25 billion of 6.129% senior secured notes due 2042. The notes are non-recourse to Hut 8 and are expected to close on June 9, 2026, subject to market and other conditions.
Beacon Point intends to use the proceeds to finance development and construction of a turnkey data center project in Nueces County, Texas, including six data halls with a combined 352 megawatts of critical IT capacity and an on-site substation, as well as to fund debt service reserves and pay fees and expenses. The facility is to be leased to a high-investment-grade tenant rated AA- or higher.
The notes will be fully amortizing, bear interest at 6.129% per year with semi-annual cash payments starting November 30, 2026, and mature on November 30, 2042. They will be secured by first-priority liens on substantially all assets of the issuer and a pledge of its equity, and will be offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
Positive
- Secured large-scale project financing: Beacon Point DC LLC priced a $4.25 billion private offering of 6.129% senior secured notes due 2042 to fund a 352 MW data center project with a high-investment-grade tenant and non-recourse debt to Hut 8 Corp.
Negative
- Significant execution and financing risks: The company cites risks including construction cost overruns, delays, supply chain issues, permitting hurdles, power-capacity limits, and capital-market volatility that could affect completion and economics of the Beacon Point data center project and related financing.
Insights
$4.25B non-recourse notes fund a large, tenant-backed data center project.
The transaction prices $4.25 billion of 6.129% senior secured notes due 2042, issued by Hut 8’s subsidiary Beacon Point DC LLC. Proceeds are earmarked for a 352-megawatt data center campus in Nueces County, Texas, plus an on-site substation and financing reserves.
The notes are fully amortizing, with interest paid semi-annually from November 30, 2026 and principal amortization beginning May 30, 2030. Security includes first-priority liens on substantially all issuer assets and a pledge of its equity. The structure is explicitly non-recourse to Hut 8 Corp., which ring-fences project-level debt from the parent.
Revenue visibility is supported by a lease to a tenant described as high-investment-grade, rated at least AA- as of this announcement. Execution still depends on timely construction, cost control, and stable financing conditions. Forward-looking statements highlight risks such as cost overruns, permitting, power expansion limits, and capital-market volatility.
8-K Event Classification
Key Figures
Key Terms
senior secured notes financial
fully amortizing financial
non-recourse financial
qualified institutional buyers regulatory
Regulation S regulatory
first-priority liens financial
UNITED
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On June 4, 2026, Hut 8 Corp. (the “Company”) issued a press release announcing that Beacon Point DC LLC, its wholly-owned indirect subsidiary, priced its offering (the “Offering”) of $4.250 billion aggregate principal amount of 6.129% Senior Secured Notes due 2042 (the “Notes”). The Offering is expected to close on June 9, 2026, subject to market and other conditions.
The Notes will only be sold 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”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. A copy of the press release announcing the pricing of the Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.
Cautionary Note Regarding Forward-Looking Statements
Statements in this Current Report on Form 8-K about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the completion, size and timing of the Offering and the terms of the Notes. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including uncertainties related to market conditions and the completion of the Offering on the anticipated terms or at all, and the other factors described from time to time in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). In particular, see the Company’s recent and upcoming annual and quarterly reports and other continuous disclosure documents, which are available under the Company’s EDGAR profile at www.sec.gov and SEDAR+ profile at www.sedarplus.ca. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of the Company, dated June 4, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HUT 8 CORP. | ||
| Dated: June 5, 2026 | By: | /s/ Victor Semah |
| Name: | Victor Semah | |
| Title: | Chief Legal Officer | |
Exhibit 99.1
Hut 8 Announces Pricing of $4.25 Billion of Investment-Grade Senior Secured Notes for Beacon Point Data Center Project
Fully amortizing project financing due 2042; non-recourse to Hut 8 Corp.
MIAMI, FL, June 4, 2026 — Hut 8 Corp. (Nasdaq, TSX: HUT) (“Hut 8” or the “Company”), an energy infrastructure platform integrating power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive technologies, today announced that its wholly-owned subsidiary, Beacon Point DC LLC (the “Issuer”), has priced a $4.25 billion private offering (the "Offering") of 6.129% senior secured notes due 2042 (the “Notes”). The Notes will be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in reliance on Regulation S thereunder. The Offering is expected to close on June 9, 2026, subject to market and other conditions. There can be no assurance that the Offering will be completed on the terms described herein or at all.
The Issuer intends to use the proceeds from the Offering to (i) finance (1) the development and construction of a turnkey data center, comprising six data halls with a combined total of 352 megawatts of critical IT capacity, to be built on an approximately 521-acre property in Nueces County, Texas (the “Property”) and (2) the construction of the substation located on the Property (together, the “Project”), which data center facility will be leased to a tenant that is a high-investment-grade company (i.e., rated AA- or higher) as of the date hereof (the “Tenant”) pursuant to the Data Center Lease Agreement (as amended by the First Amendment to Data Center Lease Agreement, the “Lease”), (ii) fund debt service reserves, and (iii) pay fees and expenses in connection with the Offering.
The Notes will bear interest at a rate of 6.129% per annum payable semi-annually in cash in arrears on May 30 and November 30 of each year, beginning on November 30, 2026 and will mature on November 30, 2042. The Notes will be fully amortizing with amortization payments payable semi-annually beginning on May 30, 2030.
The Notes will constitute senior secured obligations of the Issuer and will be secured by first-priority liens on substantially all assets of the Issuer, other than certain excluded property, as well as a pledge of the equity interests in the Issuer held by Beacon Point Holding LLC, the direct parent company of the Issuer. The Notes are non-recourse to Hut 8.
The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S thereunder.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Hut 8
Hut 8 is an energy infrastructure platform integrating power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive technologies such as AI, high-performance computing, and ASIC compute. The Company develops, commercializes, and operates industrial-scale energy and data center infrastructure through a power-first, innovation-driven approach.
Cautionary Note Regarding Forward-Looking Information
This press release includes “forward-looking information” and “forward-looking statements” within the meaning of Canadian securities laws and United States securities laws, respectively (collectively, “forward-looking information”). All information, other than statements of historical facts, included in this press release that address activities, events, or developments that the Company and the Issuer expect or anticipate will or may occur in the future, including statements relating to the Project and the terms of the Offering and the use of proceeds therefrom, the Company’s development pipeline, and the Company’s future business strategy, competitive strengths, expansion, and growth of the business and operations more generally, and other such matters is forward-looking information. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “allow”, “believe”, “estimate”, “expect”, “predict”, “can”, “might”, “potential”, “is designed to”, “likely,” or similar expressions.
Statements containing forward-looking information are not historical facts, but instead represent management’s expectations, estimates, and projections regarding future events based on certain material factors and assumptions at the time the statement was made. While considered reasonable by the Company as of the date of this press release, such statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information, including, but not limited to, risks relating to the construction of new data centers (including the Project), including cost overruns, delays, supply chain issues, permitting or regulatory hurdles, unexpected technical challenges, and dependency on contractors; risks relating to the financing of new data centers (including the Project), including the potential dilutive impact of equity issuances (if any), access to capital markets, timing and cost of financing, and market conditions such as increases in interest rates, declining equity valuations, volatility in credit markets, or tightening lending standards; risks impacting our ability to expand the power capacity at the Beacon Point AI data center campus, such as limitations of transmission and/or generation resources; failure of critical systems; geopolitical, social, economic, and other events and circumstances; competition from current and future competitors; risks related to power requirements; cybersecurity threats and breaches; hazards and operational risks; changes in leasing arrangements; Internet-related disruptions; dependence on key personnel; having a limited operating history; attracting and retaining customers; entering into new offerings or lines of business; price fluctuations and rapidly changing technologies; predicting facility requirements; strategic alliances or joint ventures; hedging transactions; potential liquidity constraints; legal, regulatory, governmental, and technological uncertainties; physical risks related to climate change; involvement in legal proceedings; trading volatility; and other risks described from time to time in Company’s filings with the U.S. Securities and Exchange Commission. In particular, see the Company’s recent and upcoming annual and quarterly reports and other continuous disclosure documents, which are available under the Company’s EDGAR profile at www.sec.gov and SEDAR+ profile at www.sedarplus.ca. Information in this press release is as of the dates and time periods indicated herein, and neither the Company nor the Issuer undertake to update any of the information contained in these materials, except as required by law.
Contacts
Hut 8 Investor Relations
ir@hut8.com
Hut 8 Public Relations
media@hut8.com