This is a transformative capacity expansion for Core Scientific, adding 440 MW of contracted power adjacent to its existing Muskogee campus with a clear path to 1.5 GW gross. The deal is funded from existing liquidity, avoiding equity dilution. Watch for HSR clearance and the Phase 2 ESA amendment (which triggers the $40M earnout) as key catalysts. The pre-close reorganization means Core Scientific avoids taking on the target's operating business and legacy liabilities, making this a clean power-asset acquisition.
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Executive Summary
Core Scientific entered into a definitive agreement to acquire Polaris DS LLC for approximately $421 million in cash, gaining 440 MW of contracted power under an energy agreement with Oklahoma Gas & Electric, along with ~40 acres of adjacent land and an electrical substation in Muskogee, Oklahoma. The acquisition is part of a multi-tiered strategy to scale the Muskogee campus to ~1.5 GW of gross power, with the deal expected to close in Q3 2026 using existing liquidity. The target's operating business will be spun off pre-close via a reorganization, leaving Core Scientific with the real estate, substation, and power contracts.
Key Financial Metrics
Key Facts
- Core Scientific entered into a definitive agreement to acquire Polaris DS LLC for approximately $421 million in cash, subject to customary purchase price adjustments.
- The acquisition provides 440 MW of contracted gross power under an energy agreement with Oklahoma Gas & Electric (OG&E), plus ~40 acres of adjacent land and an electrical substation.
- An additional $40 million in cash is payable if an extra 40 MW of firm electric capacity becomes available to the target before December 31, 2026.
- Core Scientific has deposited $120 million into an escrow account, which will be credited against the purchase price at closing.
- The target's operating business (customer/supplier contracts, IP, employees) will be transferred to the seller's affiliate pre-close via a reorganization, so Core Scientific only acquires the real estate, substation, and power contracts.
- Core Scientific plans to scale the Muskogee campus to ~1.5 GW of gross power (~1.0 GW leasable), with construction already begun on a second 82.5 MW building for delivery in Q4 2027.
- The acquisition is expected to close in Q3 2026, subject to HSR antitrust clearance, continued effectiveness of the ESAs, and other customary conditions.
- A prior-day 8-K (May 5, 2026) disclosed the appointment of Jorge Ray as Principal Accounting Officer, which is a routine administrative matter and does not affect this transaction.
Financial Impact
Approximately $421 million cash purchase price, plus up to $40 million contingent earnout for additional power capacity. $120 million already deposited in escrow.
Risk Factors
- HSR antitrust review could delay or block the transaction.
- The Phase 2 ESA amendment (required for the $40M earnout) may not be obtained by the December 31, 2026 deadline.
- Integration of the new power capacity and construction of the 1.5 GW campus may face delays or cost overruns.
- The seller (Hong Kong-based Top Access Enterprises) introduces cross-border regulatory and sanctions risk, though representations and warranties are provided.
- The existing ROFR (right of first refusal) on the hosting facility must be waived or expire before closing.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001628280-26-030918 |
| Exhibit: exhibit991polarispressre.htm | 0001628280-26-030918 |
| Document: core-20260505.htm | 0001628280-26-030918 |
| Document: 0001628280-26-030918-index-headers.html | 0001628280-26-030918 |
| Document: 0001628280-26-030918-index.html | 0001628280-26-030918 |
| Document: 0001628280-26-030918.txt | 0001628280-26-030918 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
May 28, 2026 21w ago | 3 | $15.34 $17.48 | ▲ +13.95% | ▲ +12.77% | — |
May 6, 2026 24w ago | 8-K | $15.34 $21.16 | ▲ +37.94% | ▲ +35.88% | — |
Apr 27, 2026 26w ago | 8-K | $15.34 $24.03 | ▲ +56.65% | ▲ +52.66% | — |
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