TeraWulf and Fluidstack joint venture plans $1.275B secured note offering

Core Insights - TeraWulf and Fluidstack are planning to issue $1.275 billion in senior secured notes to finance the development of high-performance computing infrastructure through their joint venture, Flash Compute [1] - The notes are secured by a building valued at $1.36 billion and feature an 8.0% coupon paid semiannually, with mandatory amortization starting in 2026 [2] - Google will backstop $1.8 billion of the lease obligations related to the project, receiving warrants for approximately 41 million shares of TeraWulf, representing about 8% of the company's pro forma equity [3] Financial Structure - The total debt is projected to decrease from $1.275 billion to $700 million over five years, including a cash collateral release of $75 million [3] - Initial mandatory amortization is estimated at $19 million in 2026, increasing to $85 million by 2031 [2] - Operating expenses for the facility are estimated at $42.7 million in the first year, escalating at a rate of 3% annually, while net operating income is projected to grow from $55 million in 2026 to $251 million by 2031, maintaining an 84% margin [5] Project Details - The joint venture was formed to develop a 200 MW AI facility at TeraWulf's Lake Mariner campus, with total contracted revenue now at $9.5 billion after an expansion to include 168 MW [4] - Phase one of the project is expected to be operational in the first half of 2026 [4] - The termination fee from Google starts at $1.3 billion and amortizes down to $742 million by 2031, with Google required to assume the lease in case of insolvency or payment default [6][7]