Trio of top M&A firms guide CoreWeave’s $9bn Core Scientific AI acquisition

David Polk and Kirkland & Ellis advise CoreWeave as Wachtell Lipton Rosen & Katz acts for Core Scientific in deal to meet AI power needs
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A trio of Big Law firms are guiding CoreWeave’s $9bn acquisition of crypto miner Core Scientific, as AI infrastructure providers move to secure the energy capacity needed to power surging demand.

The all-stock deal will hand CoreWeave 1.3 gigawatts of power across Core Scientific’s national data centre footprint, the Nvidia-backed company said in a statement on Monday (7 July). Davis Polk & Wardwell and Kirkland & Ellis are acting for CoreWeave in the transaction, while Wachtell Lipton Rosen & Katz is advising Core Scientific.

The law firms were among the top six dealmakers globally in the first half of the year, when megadeals worth north of $10bn fuelled a 33% rise in the value of global M&A to $1.98trn. 

The Davis Polk team acting for CoreWeave is led by corporate partners Michael Gilson and Tierney O’Rourke. The duo also led the Davis Polk team that advised CoreWeave on its acquisition of AI developer platform Weights and Biases earlier this year for an undisclosed sum. 

The Kirkland team is headed by corporate partners Melissa Kalka, David Feirstein, Doug Bacon and Daley King, who are based across Texas and New York. 

Meanwhile the Wachtell team acting for Core Scientific is led by corporate partners David Katz and Karessa Cain. 

The deal marks a turnaround for the Dover, Delaware-based company, which filed for bankruptcy in 2022 after energy costs soared and bitcoin prices fell steeply. 

The company emerged from bankruptcy early last year and its acquisition is expected to set the bar for bitcoin miners pivoting to AI to diversify beyond cryptocurrency by leasing power and data centre space to meet soaring demand from AI workloads, Reuters reported.

Livingston, New Jersey-headquartered CoreWeave was itself founded as an Ethereum-focused crypto miner in 2017 before pivoting to AI a few years later.

The company provides cloud-based GPU (the specialised and hard-to-obtain chips used to train and run AI services) infrastructure and also develops its own chip management software. 

Coreweave’s revenue rocketed more than 730% last year to just over $1.9bn. 

The company called in Fenwick & West for its $1.5bn Nasdaq debut in March, which was dampened by its $8bn debt load and reliance on two customers – one of them Microsoft – for 77% of its revenue, but nevertheless marked the largest AI-related listing yet by amount raised, according to Dealogic. 

Latham & Watkins acted for the underwriters in the IPO. 

CoreWeave’s CEO, Michael Intrator, said the Core Scientific acquisition accelerated the company’s strategy to deploy AI and HPC (high-performance computing) workloads at scale. 

“Verticalising the ownership of Core Scientific’s high-performance data centre infrastructure enables CoreWeave to significantly enhance operating efficiency and de-risk our future expansion, solidifying our growth trajectory,” he added. 

The deal will eliminate more than $10bn of cumulative future lease overhead to be paid for existing contractual sites over the next 12 years, CoreWeave said. 

The transaction values Core Scientific at $20.40 per share, Reuters reported, a roughly 66% premium to the stock’s closing price before reports of deal talks emerged in late June.

Under the terms of the deal Core Scientific stockholders will receive 0.1235 newly-issued CoreWeave stock for each share they hold.

The deal is expected to close in the Q4 2025, subject to customary closing conditions, including regulatory approval and approval by Core Scientific stockholders.

Goldman Sachs is actings as CoreWeave’s financial adviser, while Moelis and PJT Partners are the financial advisers to Core Scientific.

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