WhiteFiber, Inc. filed a Form 8-K on November 10, 2026, disclosing that two of its indirect wholly owned subsidiaries entered into a $300.0 million Term Loan Credit Agreement on November 9, 2026, with Morgan Stanley Senior Funding, Inc. as administrative agent, collateral agent, lead arranger, and lead bookrunner.

Key Highlights

  • $300.0 million in commitments: The Credit Agreement consists of a $200.0 million initial term loan facility and a $100.0 million delayed-draw term loan facility.
  • No loans funded yet: According to the filing, as of the date of the report, no loans had been funded under the Credit Agreement.
  • Initial funding tied to 40 MW milestone: Initial funding is subject to conditions including readiness and customer acceptance of the first 40 megawatts of capacity at the NC-1 data center in Madison, North Carolina.
  • Interest rate terms: At the Borrower's election, loans bear interest at Term SOFR, subject to a 2.00% floor, plus 6.00% per annum, or the base rate, subject to a 3.00% floor, plus 5.00% per annum.
  • Five-year maturity: Both facilities mature on the fifth anniversary of the initial funding date, with quarterly amortization at 2.50% of the principal amount funded.
  • Prepayment premiums apply: Voluntary and mandatory prepayments before the second anniversary of initial funding are subject to a make-whole premium, with a 2.00% premium from the second to third anniversary and a 1.00% premium from the third to fourth anniversary.
  • WhiteFiber, Inc. is not a guarantor: The filing states that "the loans are not guaranteed by WhiteFiber, Inc."

WhiteFiber's NC-1 Data Center Financing Structure and Key Terms

According to the filing, Enovum NC-1 Midco, LLC ("Holdings") and its direct wholly owned subsidiary Enovum NC-1 Bidco, LLC (the "Borrower"), each an indirect wholly owned subsidiary of WhiteFiber, Inc. (NASDAQ:WYFI), entered into the Credit Agreement on November 9, 2026. The filing states that loan proceeds, when funded, may be used to pay or reimburse Phase 1 construction and punch-list costs for the NC-1 data center in Madison, North Carolina, fund required reserves, pay transaction expenses, and make permitted distributions to equity holders, subject to the Credit Agreement's terms.

The filing discloses that initial funding is scheduled to occur within 30 days after the Credit Agreement's closing date, subject to up to two successive 30-day extensions. The delayed-draw availability period begins on the later of initial funding and receipt of monthly financial statements for the first three consecutive full calendar months following delivery, and ends six months after initial funding. Delayed-draw borrowings are subject to final completion of the first 40-megawatt phase of the NC-1 data center project, pro forma financial tests, and other conditions. The filing also notes that amounts repaid or prepaid may not be reborrowed.

Regarding security and guarantees, the filing states that Holdings guarantees the Borrower's obligations under a Guarantee Agreement, and that the Borrower and Holdings grant security interests in substantially all of the assets of the Borrower. The Credit Agreement also requires a mortgage on the NC-1 data center as a condition to initial funding. Before initial funding, White Fiber Operating Partnership LP is required to deliver an unsecured guarantee of Phase 1 completion, including cost overruns and specified project carry costs. The Credit Agreement contains financial maintenance covenants, including a minimum debt service coverage ratio and a maximum debt to net operating income ratio beginning with the test period ending March 31, 2027. The filing notes these covenants are subject to specified equity-cure rights.

What Was Disclosed

WhiteFiber, Inc. disclosed through its indirect subsidiaries the execution of a $300.0 million term loan facility with Morgan Stanley Senior Funding, Inc. to finance Phase 1 construction of the NC-1 data center in Madison, North Carolina, with no amounts yet funded as of the filing date.