Filing Details

Accession Number:
0001193125-23-030125
Form Type:
13D Filing
Publication Date:
2023-02-08 19:00:00
Filed By:
Blackrock Inc.
Company:
Core Scientific Inc.
Filing Date:
2023-02-09
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
BlackRock, Inc 4,737,778 0 4,737,778 0 4,737,778 1.2%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Core Scientific, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

21873J108

(CUSIP Number)

David Maryles

Managing Director, Legal and Compliance

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

(212) 810-5300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 9, 2023

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 21873J108

 

  1.    

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  BlackRock, Inc.

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☒

 

  3.  

  SEC USE ONLY

 

  4.  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5.  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐    

  6.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.     

  SOLE VOTING POWER

 

  4,737,778

     8.   

  SHARED VOTING POWER

 

  0

     9.   

  SOLE DISPOSITIVE POWER

 

  4,737,778

   10.   

  SHARED DISPOSITIVE POWER

 

  0

11.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  4,737,778

12.  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐ See Item 5 herein.

13.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  1.2%

14.  

  TYPE OF REPORTING PERSON (see instructions)

 

  HC


EXPLANATORY NOTE

This Amendment No. 1 (this Amendment No. 1) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on December 30, 2022 (as so amended, the Schedule 13D), by BlackRock relating to the Common Stock of the Issuer. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Schedule 13D.

Item 2. Identity and Background.

The information in Item 2(b) (c) and (f) is hereby amended by replacing Annex A thereof with the Annex A attached hereto.

Item 4. Purpose of Transaction.

The information in Item 4 is hereby amended by adding the following immediately before the penultimate paragraph thereof.:

On February 9, 2023, the Issuer terminated the Support Agreement in accordance with Section 6(b)(ii) thereof and, in connection therewith, the Issuer has repaid in full all amounts outstanding under the DIP Credit Agreement and the DIP Credit Agreement has been terminated.

As a result of the foregoing, any group, as such term is used in Regulation 13D under the Act that may be deemed to have been formed with the other parties to the Support Agreement and the DIP Credit Agreement who beneficially own shares of the Issuers Common Stock, terminated on February 9, 2023.

Item 5. Interest in Securities of the Issuer.

The information in Item 5(e) is hereby amended and restated to read as follows:

(e) As of February 9, 2023, BlackRock does not beneficially own more than five percent of the Issuers Common Stock and, as a result of the termination of the Support Agreement, may no longer be deemed to be a member of a group that beneficially owns more than five percent of the Issuers Common Stock.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 9, 2023

 

BlackRock, Inc.
By:  

/s/ David Maryles

  Name: David Maryles
  Title: Attorney-in-Fact

Annex A

The following is a list of the executive officers and directors of BlackRock, Inc. (collectively, the Covered Persons), setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship for each such person. Each Covered Person is a citizen of the United States, unless otherwise noted, and does not have any other principal occupation (outside of similar positions held with respect to other entities directly or indirectly managed or advised by BlackRock).

Executive Officers

 

Name

  

Position

  

Business Address

  

Citizenship

Laurence D. Fink    Chairman and Chief Executive Officer   

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

   U.S.
Robert S. Kapito    President   

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

   U.S.
Rachel Lord   

Senior Managing Director and Chair and

Head of Asia Pacific

  

BlackRock, Inc.

16/F Champion Tower

3 Garden Road Central, Hong Kong

   U.K.
Robert L. Goldstein   

Senior Managing Director,

Chief Operating Officer and Head of BlackRock Solutions

  

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

   U.S.
J. Richard Kushel    Senior Managing Director and Head of the Portfolio Management Group   

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

   U.S.
Stephen Cohen   

Senior Managing Director and

Head of Europe, Middle East and Africa

  

BlackRock, Inc.

Drapers Gardens

12 Throgmorton Avenue

London EC2N 2DL

United Kingdom

   U.K.
Christopher J. Meade    Senior Managing Director, Chief Legal Officer and General Counsel   

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

   U.S.
Gary S. Shedlin   

Senior Managing Director and

Chief Financial Officer

  

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

   U.S.
Mark Wiedman    Senior Managing Director and Head of the Global Client Business   

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

   U.S.
Caroline Heller    Senior Managing Director and Global Head of Human Resources   

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

   U.S.
Marc Comerchero    Managing Director, Chief Accounting Officer and Global Controller   

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

   U.S.

Directors

 

Name

  

Principal Occupation or Employment

  

Business Address

  

Citizenship

Bader M. Alsaad    Arab Fund for Economic & Social Development Chairman of the Board and Director General   

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

   Kuwait
Pamela Daley    General Electric Company Former Senior Vice President of Corporate Business Development   

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

   U.S.
Laurence D. Fink    BlackRock, Inc. Chairman and Chief Executive Officer   

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

   U.S.
William E. Ford    General Atlantic Chairman and Chief Executive Officer   

General Atlantic

Park Avenue Plaza

55 East 52nd Street, 33rd Fl

New York, NY 10055

   U.S.
Fabrizio Freda    The Estée Lauder Companies Inc. President and Chief Executive Officer   

Estée Lauder Companies

767 Fifth Avenue

New York, NY 10153

   Italy & U.S.
Murry S. Gerber    EQT Corporation Former Executive Chairman, Chairman, President and Chief Executive Officer   

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

   U.S.
Margaret Peggy L. Johnson    Magic Leap, Inc. Chief Executive Officer   

Magic Leap

7500 W. Sunrise Blvd

Plantation, FL 33322

   U.S.
Robert S. Kapito    BlackRock, Inc. President   

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

   U.S.
Cheryl D. Mills    BlackIvy Group LLC Founder and Chief Executive Officer   

BlackIvy Group LLC

2300 N Street NW

Suite 630

Washington DC 20037

   U.S.
Gordon M. Nixon    Royal Bank of Canada Former President, Chief Executive Officer and Board Member   

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

   Canada
Kristin C. Peck    Zoetis Inc. Chief Executive Officer   

Zoetis Inc.

10 Sylvan Way

Parsippany, NJ 07054

   U.S.

Charles H. Robbins    Cisco Systems, Inc. Chairman and Chief Executive Officer   

Cisco Systems, Inc.

170 West Tasman Drive

San Jose, CA 95134

   U.S.
Marco Antonio Slim Domit    Grupo Financiero Inbursa, S.A.B. de C.V. Chairman   

Grupo Financiero Inbursa

Av. Paseo de las Palmas, #736 Floor 1

Colonia Lomas de Chapultepec

C.P. 11000, México D.F.

   Mexico
Hans E. Vestberg    Verizon Communications Inc. Chairman and Chief Executive Officer   

Verizon Communications Inc.

1095 Avenue of the Americas

New York, NY 10036

   Sweden
Susan L. Wagner    BlackRock, Inc. Former Vice Chairman   

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

   U.S.
Mark Wilson    Abacai Co-Chairman and Chief Executive Officer   

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

   New Zealand