We are advising CoreWeave on the acquisition

Davis Polk is advising CoreWeave on its all-stock acquisition of Core Scientific at a total equity value of approximately $9.0 billion. Under the terms of the merger agreement, Core Scientific stockholders will receive 0.1235 newly issued shares of CoreWeave Class A common stock for each share of Core Scientific common stock based on a fixed exchange ratio. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions, including regulatory approval and approval by Core Scientific stockholders.

CoreWeave 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 United States and Europe. Through this acquisition, CoreWeave will own approximately 1.3 gigawatts of gross power across Core Scientific’s national data center footprint with an incremental one gigawatt or more of potential gross power available for expansion.

Core Scientific is a leader in digital infrastructure for high-density colocation services and digital asset mining. It operates dedicated, purpose-built facilities for digital asset mining and is a premier provider of digital infrastructure, software solutions and services to its third-party customers.

The Davis Polk corporate team includes partners Michael Gilson and Tierney O’Rourke and associate Karen Yang. Partner Michael Kaplan is providing capital markets advice. Partner Veronica M. Wissel and associate Hao (Leo) Hu are providing executive compensation advice. Partner Corey M. Goodman is providing tax advice. Partner Pritesh P. Shah is providing intellectual property advice. Partner Brian D. Hirsch is providing real estate advice. Partner Arthur J. Burke is providing antitrust and competition advice. Members of the Davis Polk team are based in the Northern California and New York offices.

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