HUT · Hut 8 Corp.

This 8-K reports a highly material financing event: Hut 8 Corp.'s indirect subsidiary, Beacon Point DC LLC, issued $4.25 billion of 6.129% senior secured notes due 2042. The notes were sold at par in a private placement to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The offering is project-finance oriented, with proceeds dedicated to building a large-scale data center campus in Nueces County, Texas, comprising six data halls with a combined 352 megawatts of critical IT capacity. The property is already under a lease agreement (the Data Center Lease) with a tenant rated AA- or higher, ensuring a creditworthy revenue stream. The indenture includes extensive covenants typical for such structures, including limitations on additional debt, restricted payments, liens, asset sales, and affiliate transactions, as well as maintenance of a debt service reserve account and a debt service coverage ratio test. The notes amortize semi-annually beginning May 30, 2030, and mature on November 30, 2042. Redemption provisions include a make-whole call prior to May 30, 2042, and a par call thereafter, plus optional redemption upon a Data Center Lease Termination Event or if the debt service coverage ratio falls below 1.1:1.0. A change-of-control trigger event requires the issuer to offer to repurchase the notes at 101% of principal plus accrued interest. This transaction significantly increases Hut 8's leverage but also funds a strategic expansion into AI/hyperscale data center infrastructure, with the tenant risk mitigated by the high-investment-grade rating. The notes are secured by the project assets and equity pledges from HoldCo.